Common use of Procedure for Change of Scope Clause in Contracts

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall beconsidered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are available shall be applicable for determination of costs. In case of non-availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the Parties shallWPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority’s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “"Change of Scope Notice”"). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction PeriodPeriod or during a period of 10 (ten) years post COD of Bus Terminal; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer/ Additional Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer/ Additional Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 ‌ (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable.. from 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation Documents in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and; (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, any impact on the operations or the cost of operation of the Resort and Project Infrastructure, along with the proposed premium/premium or discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer Expert as reasonable; and (c) its likely impact on the Gross Revenue and profitability of the Project. 16.2.3 Upon receipt of information set forth in Clause Article 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance assistance, thereupon of the Independent EngineerExpert, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Development Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope NoticeNotice from the Authority Engineer, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break upof the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project. For the avoidance of doubt, and the Parties shallexpressly agree that, with assistance subject to the provisions of Clause 13.4.2, the Independent EngineerContract Price shall be increased or decreased, thereupon make good faith efforts to agree upon as the time and case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of rates/costs for implementation thereof. the Change of Scope shall be determined on the following principles: (A) The rate for various items to be executed through change of scope order shall be estimated on the basis of analysis of rates (AOR) of Zonal Railway, for item other than building works and as per CPWD’s AOR for building works andby applying the prevailingmarket rates of various input construction materials, labour, machinery and T & P. (B) In case AOR of any items is not available in Zonal Railway’s AOR then such rates shall be determined as per the prevailingmarket rates in accordance with Good Industry Practice by the Authority Engineer. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 24; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder there under (the “Change of ScopeNotice”).TheContractorshallsubmitadetailedproposalasperClause13.2 (iii) within 15 days from the receipt of Change of Scope Notice. (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope NoticeRequest”). 16.2.2 (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Scheduleof Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. Page 84 of 148 (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Clause 16.5Article26; or (b) proceed in accordance with Clause13.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 17.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 17.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation Documents in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and; (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, any impact on the operations or the cost of operation of the Project, along with the proposed premium/premium or discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable; and (c) its likely impact on the Gross Revenue and profitability of the Project. 16.2.3 17.2.3 Upon receipt of information set forth in Clause 16.2.217.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance assistance, thereupon of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 17.2.4 The provisions of this Agreement, insofar as they relate to Construction Development Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 1617.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by the following details: (i) break down of the quantities, unit rates and cost for different items of work; (ii) proposed design for the Change of Scope; and (iii) proposed modifications, if any, to the Project Completion Schedule of the Railway Project. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works of similar nature compared to the Works being executed, the quotation shall be based on the rate for the work classifications specifying the material inclusive of all labour, Materials, equipment, incidentals, overheads and labour costs calculated profit derived in accordance with the provisions of Clause 17.3; and the price adjustment in accordance with Clause 17.8 shall apply to the rates so worked out. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of applicable schedule of rates applicable for the relevant zone of the Railways, and such rates shall be indexed with reference to the works assigned WPI once every year at the commencement of the financial year, with the base being the month and year of the publication of the said schedule of rates; provided, however, that for any item not included in the schedule of rates, the prevailing market rates as determined in accordance with Good Industry Practice by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information Authority’s Engineer shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonableapply. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 24; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, any impact on the operations or the cost of operation of the Hospital, along with the proposed premium/premium or discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer or the Monitoring Agency, as the case may be, as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance assistance, thereupon of the Independent EngineerEngineer or the Monitoring Agency or both, thereupon as the case may be, make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Completion Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 15.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 15.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; , and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; [provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer Monitor[s] as reasonable.] 16.2.3 15.2.3 Upon receipt of information set forth in Clause 16.2.215.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent EngineerMonitor[s], thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.515.5. 16.2.4 15.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 1615.

Procedure for Change of Scope. 16.2.1 In the event of the Concessioning Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “"Change of Scope Notice”"). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Concessioning Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; , and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Concessioning Authority to its contractors, along with the proposed premium/discount premium /discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Concessioning Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Concessioning Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Concessioning Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Concessioning Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works Works, services and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; , and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority Government determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority Government such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority Government to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority Government to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority Government decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority Government shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority Government may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are available shall be applicable for determination of costs. In case of non-availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the Parties shallWPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority’s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out the works rates and conditions approved by the (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 16.2.1. In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 16.2.2. Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) a. the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) b. the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer Expert as reasonable. 16.2.3 16.2.3. Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent EngineerExpert, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 16.2.4. The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of PWD, Karnataka Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which PWD, Karnataka Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 16.Article

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “"Change of Scope Notice”"). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder there under (the “Change of ScopeNotice”).TheContractorshallsubmitadetailedproposalasperClause13.2 (iii) within 15 days from the receipt of Change of Scope Notice. (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope NoticeRequest”). 16.2.2 (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Clause 16.5Article26; or (b) proceed in accordance with Clause13.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder there under (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope NoticeNotice from Authority Engineer, the Concessionaire Contractor shall, with due diligence, provide to the Authority Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which impact of the Change of Scope is likely to have on the Project Completion Schedule Schedule, if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof; including the following details: i) breakup of the quantities, including a detailed breakdown by work classifications specifying the material unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of theRailway Project. 13.2.3 For the avoidance of doubt, and the Parties shallexpressly agree that, with assistance subject to the provisions of Clause 13.4.2, the Independent EngineerContract Price shall be increased or decreased, thereupon make good faith efforts to agree upon as the time and case may be,on account of Change of Scope. The Contractor’s quotation of rates/costs for implementation thereof. the Change of Scope shall be determined on the following principles: (a) The rate for various items to be executed through change of scope order shall be estimated on the basis of analysis of rates (AOR) of [Zonal Railway, CORE, whichever is applicable] for item other than building works and as per CPWD’s AOR for building works and by applying the prevailing market rates of various input construction materials, labour, machinery and T & P. (b) In case AOR of any items is not available in [Zonal Railway’s or CORE’s AOR]then such rates shall be determined as per prevailing market rates in accordance with Good Industry Practice by the Authority Engineer. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 24; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.apply

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event a) The Authority shall whenever it desires provision of the Authority determining that a Change addition/deletion of Scope is necessaryworks and services referredto in Article 16.1 above, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder of Change of Scope (the “"Change of Scope Notice”)") through the Independent Engineer. 16.2.2 b) Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligencewithin a period of 15 (fifteen) days, provide to the Authority Independent Engineer such information as is necessary, necessary and reasonable together with preliminary Documentation documentation in support ofof the following: (a) the impact, if any, i. The impact which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; andof Authority component of work. (b) the ii. The options suggested for implementing the proposed Change of Scope and the effect, if anyifany, each such option would have on the costs and time thereof, for the implementation thereof including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractorsclassifications. Provided, along with the proposed premium/discount on such rates; provided however, that the cost incurred by the Concessionaire in costsof providing such information shall be reimbursed to the Concessionaire by the Authority to the extent such cost is costs are certified to be reasonable by the Independent Engineer as reasonableEngineer. 16.2.3 iii. Upon receipt of information set forth in Clause 16.2.216.2 (b), if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. iv. In Any works or services which are provided under and in accordance with this Article 16 c) The Authority shall issue the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope OrderOrder within a period of 15 (fifteen) days from the date of recommendation made by the Independent Engineer in Charge in accordance with preceding sub-article (c) above. d) The Change of Scope Order shall be effective and binding upon receipt thereof by the Concessionaire. Notwithstanding a Dispute regarding cost and time for implementation of such order, require the Concessionaire to shall proceed with the performance thereof pending resolution of such order promptly following receipt thereof. Any Dispute regarding the Dispute, or carry out adjustment of additional cost due to change of scope recommended by the works Independent Engineer shall be resolved in accordance with Clause 16.5the Dispute Resolution Procedure. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken e) All claims by the Concessionaire under pursuant to this Article 1616.2 shall be supported by such documentation as is reasonably sufficient for Independent Engineer in Charge to determine the accuracy thereof, including invoices from Contractors and certification of such claims by the Statutory Auditors.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority‟s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority‟s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor‟s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of concerned circle of State‟s Public Works Department are available shall be applicable for determination of costs. In case of non-availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the Parties shallWPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority‟s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority‟s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, necessary or in case of reduction of works/facilities as per Article 16.1.1 it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Implementation Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause Article 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, Concessionaire and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the The Authority shall thereafter issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and TestsWorks, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer Supervision Committee as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent EngineerSupervision Committee, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar in so far as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall the Authority may issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder there under (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule Commissioning Scheduled if the works or services are required to be carried out during the Construction Project Commissioning Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and iii. Proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Commissioning Scheduled of the Project. For avoidance of doubt, and the Parties shallexpressly agree that, with assistance subject to the provisions of Clause 13.4.1, the Bid Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the basis of the Independent Engineer, thereupon make good faith efforts cost to agree upon be worked out as per the time applicable Basic Schedule of Rates (BSR) as decided by the Authority. In case the item is not available in BSR then the detailed break-up of Bid Price submitted by Contractor and approved by Authority during finalization of Bid shall be refereed to determine the costs for implementation thereofChange of Scope. Authority may also refer prevailing market rates to determine costs. Authority's decision shall be final and binding to the Contractor with respect to finalization of costs for Change of Scope. 13.2.4 Upon reaching an agreementagreement for Change of Scope, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing may as per its discretion: 13.2.5 issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Clause 16.5Article 24;or 13.2.6 Proceed in accordance with Clause13.5. 16.2.4 13.2.7 The provisions of this Contract Agreement, insofar as they relate to Construction Works and TestsWorks, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are available shall be applicable for determination of costs. In case of non- availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the Parties shallWPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority’s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 17.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 17.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation Documents in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and; (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, any impact on the operations or the cost of operation of the Project, along with the proposed premium/premium or discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by is (c) its likely impact on the Independent Engineer as reasonableGross Revenue and profitability of the Project. 16.2.3 17.2.3 Upon receipt of information set forth in Clause 16.2.217.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance assistance, thereupon of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 17.2.4 The provisions of this Agreement, insofar as they relate to Construction Development Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 1617.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shallshall within 15 days there from, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the ““ Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are available shall be applicable for determination of costs. In case of non-availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the Parties shallWPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority’s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount premium /discount on such rates; , provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2Clause, 16.2.2 if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non- availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub- para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “"Change of Scope Notice”"). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (ai) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (bii) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, any impact on the operations or the cost of operation of the Project, along with the proposed premium/premium or discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer or the Independent Panel as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.216.2.2 above, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance assistance, thereupon of the Independent EngineerEngineer or the Independent Panel or both, thereupon as the case may be, make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Completion Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2(iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.apply

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority Employer determining that a Change of Scope is necessary, it shall may direct the Employer’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority Employer and the Employer’s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Works. For the avoidance of doubt, and the Parties shallexpressly agree that, with assistance subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the following principles: (a) the latest available edition of Gujarat State Schedule of Rates (GSSR) Published by R&B applicable to Ahmedabad will be adopted for the valuation of any works which are not already covered by the items included in Price Schedules. Payments for the Variations Items shall be made in INR only. (b) in the event that items are not covered in the GSSR, then the latest edition of the Independent EngineerGujarat Water Supply and Sewerage Board applicable for Ahmedabad and then the Delhi Schedule of Rates related to Ahmedabad Circle will be used in that order. (c) the market rates substantiated with 3 quotations, thereupon make good faith efforts followed by work order and/ or Tax Invoice shall be considered only when the executed variation items are not covered under Price Schedule or the above referred schedule of rates. A fixed percentage of 15% shall be added to agree upon cover the time Contractor’s Overhead and costs Profit for implementation thereof. the rates evaluated under this category (c). 13.2.4 Upon reaching an agreement, the Authority Employer shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority Employer may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Employer till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 11.2.1 In the event of the Authority RSCL determining that a Change of Scope is necessary, it shall may direct the EIC/PMC to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works work and services contemplated thereunder there under (the “Change of Scope Notice”). 16.2.2 11.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority RSCL and the EIC/PMC such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works work or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable work; (ii) proposed modifications, if any, to the works assigned by Project Completion Schedule of the Authority to its contractorsWork. For the avoidance of doubt, along with the proposed premium/discount on such rates; provided that Parties expressly agree that, the cost incurred by the Concessionaire in providing such information Contract Price shall be reimbursed by increased or decreased, as the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt case may be, on account of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. . 11.2.3 Upon reaching an agreement, the Authority RSCL shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority RSCL may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works in accordance with Clause 16.5RSCL till the matter is resolved. 16.2.4 11.2.4 The provisions of this Agreement, insofar in so far as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works work undertaken by the Concessionaire under this Article 16Contractor.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with the assistance of the Independent Engineer, Engineer thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 11.2.1. In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire Service Provider a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 11.2.2. Upon receipt of a Change of Scope Notice, the Concessionaire Service Provider shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule SCOD, if the works or services are such proposed Change of Scope is required to be carried out during the Construction Procurement Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by of work classifications specifying the material material, labour and labour other costs calculated in accordance with Good Industry Practices and in accordance with the schedule of rates applicable to the works assigned services by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 11.2.3. Upon receipt of information set forth in Clause 16.2.2Article 11.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireService Provider, and the Parties shall, with assistance of the Independent Engineer, shall thereupon make good faith efforts to agree upon the time and costs for implementation thereof and the revision of the Logistics Charges arising thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Service Provider to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire Service Provider to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions Article 11.5 of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 15.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire Mine Operator, a notice specifying in reasonable detail detail, the change in works and services contemplated thereunder (the “"Change of Scope Notice”"). 16.2.2 15.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Mine Operator shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the change in works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractorsContractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire Mine Operator in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 15.2.3 Upon receipt of information set forth in Clause 16.2.215.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireMine Operator, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire Mine Operator to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire Mine Operator to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 15.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Mine Operator under this Article 1615.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder there under (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, including Material Adverse Effect with reasonable justification and evidence, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to applicableto the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates,; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer Expert as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent EngineerExpert, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar in so far as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.apply

Procedure for Change of Scope. 16.2.1 (a) In the event of the Authority Client determining that a Change of Scope is necessary, it shall issue to the Concessionaire Developer a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 (b) Upon receipt of a Change of Scope Notice, the Concessionaire Developer shall, with due diligence, provide to the Authority Client such information as is necessary, together with preliminary Documentation in support of: (ai) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (bii) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority Client to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire Developer in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonableClient. 16.2.3 (c) Upon receipt of information set forth in Clause 16.2.2Article 13.2(a)&(b), if the Authority Client decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireDeveloper, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority Client shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Developer to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority Client may, by issuing a Change of Scope Order, require the Concessionaire Developer to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 (d) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Developer under this Article 16Article.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Foot track. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall beconsidered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.. Downloaded from

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are available shall be applicable for determination of costs. In case of non- availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the Parties shallWPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority’s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, rates and conditions approved by the Authority till the matter is resolved in accordance with Article 26; or carry out the works 54 (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by the following details: (i) break down of the quantities, unit rates and cost for different items of work; (ii) proposed design for the Change of Scope; and (iii) proposed modifications, if any, to the Project Completion Schedule of the Project. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works of similar nature compared to the Works being executed, the quotation shall be based on the rate for the work classifications specifying the material inclusive of all labour, Materials, equipment, incidentals, overheads and labour costs calculated profit derived in accordance with the provisions of Clause 17.3; and the price adjustment in accordance with Clause 17.8 shall apply to the rates so worked out. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of [MORTH Standard Data Book and] the applicable schedule of rates applicable for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the works assigned WPI once every year at the commencement of the financial year, with the base being the month and year of the publication of the said schedule of rates; provided, however, that for any item not included in the schedule of rates, the prevailing market rates as determined by the Authority to its contractorsAuthority’s Engineer shall apply, along and for any item in respect of which [MORTH Standard Data Book] does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonableGood Industry Practice. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 24; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.apply

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non- availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Contracting Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire Service Provider a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Service Provider shall, with due diligence, provide to the Contracting Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; Period and in all circumstances the estimate of any additional maintenance and/or operational costs (which may result in an adjustment to the Annuity Payment), and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Contracting Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire Service Provider in providing such information shall be reimbursed by the Contracting Authority to the extent such cost is certified by the Independent Engineer Expert as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Contracting Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireService Provider, and the Parties shall, with assistance of the Independent EngineerExpert, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis including any adjustment to the works undertaken by the Concessionaire under this Article 16.Annuity Payment pursuant to clause 16.3.2

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining determines that a Change of Scope is necessary, required it shall issue to the Concessionaire Operator a notice specifying in reasonable detail the change in works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Operator shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Implementation Schedule if the works or services are required to be carried out during out; b) the Construction Period; andimpact, if any, which the Change of Scope is likely to have on the Performance Standards if the works or services are required to be carried out; (bc) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates Relevant SOR applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire Operator in providing such information shall be reimbursed by the Authority to the extent such cost is recommended by the Technical Auditor and certified by the Independent Engineer Authority as reasonable. 16.2.3 Upon receipt of information set forth in Clause Article 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, Operator and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the The Authority shall thereafter issue an order (the “Change of Scope Order”) requiring the Concessionaire Operator to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5Scope. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Testsconstruction works, shall apply mutatis mutandis to the works undertaken by the Concessionaire Operator under this Article 16.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder there under (the “Change of Scope Notice”). The Contractor shallsubmitadetailedproposalasperClause13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Clause 16.5Article26; or (b) proceed in accordance with Clause13.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Authority MPRDC determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority MPRDC such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority MPRDC to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority MPRDC to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority MPRDC decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority MPRDC shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority MPRDC may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 15.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire Operator a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 15.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Operator shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Maintenance Depot Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonableGood Industry Practice. 16.2.3 15.2.3 Upon receipt of information set forth in Clause 16.2.215.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireOperator, and the Parties shall, with assistance of the Independent Engineer, shall thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Operator to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire Operator to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 15.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to any modifications in the works Buses undertaken by the Concessionaire Operator under this Article 1615.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder there under (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event a. MMC shall whenever it desires provision of the Authority determining that a Change addition/deletion of Scope is necessaryworks and services referred to in Article 13.1 above, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder of Change of Scope (the “"Change of Scope Notice”)") through the Independent Engineer. 16.2.2 b. Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligencewithin a period of 15 (fifteen) days, provide to the Authority Independent Engineer such information as is necessary, necessary and reasonable together with preliminary Documentation documentation in support ofof the following: (a) i. the impact, if any, impact which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are work is required to be carried out during the Construction Period; before COD, and (b) ii. the options for implementing cost to the proposed Concessionaire of complying with such Change of Scope Notice c. Independent Engineer shall review the information provided by the Concessionaire, determine the additional cost to the Concessionaire as a result of such Change of Scope, and determine the effectextension, if any, each to the Concession Period. The Independent Engineer shall communicate its recommendation to the Project Monitoring Committee within a period of 15 (fifteen) days from the receipt of information from the Concessionaire. The PMC shall further communicate its approval for such option would have on Change of Scope with any amendments, as may be necessary, to MMC within a period of 15 (fifteen) days from the costs receipt of the recommendation of the Independent Engineer. d. MMC shall issue the Change of Scope Order within a period of 15 (fifteen) days from the date of communication of approval by the PMC in accordance with preceding sub-article (c) above. e. The Change of Scope Order shall be effective and binding upon receipt thereof by the Concessionaire. Notwithstanding a Dispute regarding cost and time for implementation of such order, the Concessionaire shall proceed with the performance of such order promptly following receipt thereof, including a detailed breakdown . Any Dispute regarding the extension in the Concession Period recommended by work classifications specifying the material and labour costs calculated Independent Engineer shall be resolved in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred Dispute Resolution Procedure. f. All claims by the Concessionaire in providing such information pursuant to this Article 13.2 shall be reimbursed supported by such documentation as is reasonably sufficient for Independent Engineer to determine the accuracy thereof, including invoices from Contractors and certification of such claims by the Authority to the extent such cost is certified by the Independent Engineer as reasonableStatutory Auditors. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the ProjectHighway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation ofthe proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 15.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire Mine Operator, a notice specifying in reasonable detail detail, the change in works and services contemplated thereunder (the “"Change of Scope Notice”"). 16.2.2 15.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Mine Operator shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the such change in works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, effects of each such option would have on the costs and time thereofthereof (if any), including a detailed breakdown by of work classifications by specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractorsContractors, along with the proposed premium/premium/ discount on such rates; provided that the cost incurred by the Concessionaire Mine Operator in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer in charge as reasonable. In this regard, the Engineer in charge may call for details and appropriate Documentation from the Mine Operator to verify such costs. 16.2.3 15.2.3 Upon receipt of information set forth in Clause 16.2.215.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireMine Operator, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire Mine Operator to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire Mine Operator to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 15.2.4 The provisions of this AgreementClause 15.2, insofar as they relate are applicable to Construction Works and Works, Tests, shall apply mutatis mutandis to operation and maintenance of the works undertaken by the Concessionaire under this Article 16Mines.

Procedure for Change of Scope. 16.2.1 17.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 17.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation Documents in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and; (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, any impact on the operations or the cost of operation of the District Hospital, along with the proposed premium/premium or discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable; and (c) its likely impact on the Gross Revenue and profitability of the District Hospital. 16.2.3 17.2.3 Upon receipt of information set forth in Clause 16.2.217.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance assistance, thereupon of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 17.2.4 The provisions of this Agreement, insofar as they relate to Construction Development Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 1617.

Procedure for Change of Scope. 16.2.1 “Construction of Four Laning of Imphal – Moreh Section of NH 39 from Km 330.000 to Km 350.000 in the State of Manipur (Contract Package I) under Engineering Procurement and Construction (EPC) Mode” 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority‟s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority‟s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor‟s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of concerned circle of State‟s Public Works Department are available shall be applicable for determination of costs. In case of non-availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the Parties shallWPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority‟s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority‟s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope NoticeNotice from Authority Engineer, the Concessionaire Contractor shall, with due diligence, provide to the Authority Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which impact of the Change of Scope is likely to have on the Project Completion Schedule Schedule, if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof; including the following details: (i) breakup of the quantities, including a detailed breakdown by work classifications specifying the material unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Railway Project. For the avoidance of doubt, and the Parties shallexpressly agree that, with assistance subject to the provisions of Clause 13.4.2, the Independent EngineerContract Price shall be increased or decreased, thereupon make good faith efforts to agree upon as the time and case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of rates/costs for implementation thereof. the Change of Scope shall be determined on the following principles: The rate for various items to be executed through change of scope order shall be estimated on the basis of analysis of rates (AOR) of [Zonal Railway, CORE, which ever is applicable] for item other than building works and as per CPWD’s AOR for building works and by applying the prevailing market rates of various input construction materials, labour, machinery and T & P. In case AOR of any items is not available in [Zonal Railway’s or CORE’s AOR] then such rates shall be determined as per prevailing market rates in accordance with Good Industry Practice by the Authority Engineer. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 24; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 14.2.1 In the event of the Authority Government determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder there under (the “"Change of Scope Notice”"). 16.2.2 14.1.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority Government such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of in Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority Government to its the contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority Government to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 14.1.3 Upon receipt of information set forth in Clause 16.2.214.2.2, if the Authority Government decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority Government shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority Government may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.514.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 21.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder thereunder. 21.2.2 If the Concessionaire determines at any time that a Change of Scope is necessary, it shall by notice in writing require the Authority to consider such Change of Scope (the “Change of Scope Request”). The Authority shall, within 60 (sixty) days of receipt of such notice, either accept such Change of Scope with modifications, if any, and initiate proceedings therefor in accordance with this Article 21 or inform the Concessionaire in writing of its reasons for not accepting such Change of Scope Request. 21.2.3 The notice issued by the Authority under Clause 21.2.1 or the acceptance by the Authority under Clause 21.2.2, as the case may be, shall be considered as the notice of change of Scope (the “Change of Scope Notice”). 16.2.2 21.2.4 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation detailed documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction PeriodProject; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 21.2.5 Upon receipt of information set forth in Clause 16.2.221.2.4, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree. 21.2.6 The Authority shall, the Authority may, by issuing on receipt of a Change of Scope OrderRequest from the Concessionaire, within 30 (thirty) days of receipt of such proposal require the Concessionaire to proceed provide all such information within 15(fifteen) days as would be required by the Authority to finalize its decision with regard to the approval or rejection to the Change of Scope Request and upon consideration of the same, either accept such Change of Scope Request with modifications, if any, as deemed necessary by the Authority (the “Change of Scope Acceptance”) or reject the Change of Scope Request and inform the Concessionaire of its decision. It is also agreed between the Parties that the Authority shall not be liable, in any manner whatsoever, on account of grant or rejection of such Change of Scope Request. 21.2.7 It is agreed by and between the Parties that in the event the Change of Scope Order entails construction on any part of the Project Road, the Concessionaire, with the performance thereof pending resolution approval of the DisputeAuthority, or carry out the Authority as the case may be, can get such work undertaken through a sub-contractor; provided however that the said sub- contractor has the requisite experience in executing such works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16has obtained the approval of the Authority for engagement of such sub-contractor.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder there under (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Scheduled Completion Schedule Date if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Authority’s Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause Article 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Authority’s Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope NoticeNotice from the Authority Engineer, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break upof the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project. For the avoidance of doubt, and the Parties shallexpressly agree that, with assistance subject to the provisions of Clause 13.4.2, the Independent EngineerContract Price shall be increased or decreased, thereupon make good faith efforts to agree upon as the time and case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of rates/costs for implementation thereof. the Change of Scope shall be determined on the following principles: (A) The rate for various items to be executed through change of scope order shall be estimated on the basis of analysis of rates (AOR) of Zonal Railway, for item other than building works and as per CPWD’s AOR for building works and by applying the prevailing market rates of various input construction materials, labour, machinery and T & P. (B) In case AOR of any items is not available in Zonal Railway’s AOR then such rates shall be determined as per the prevailing market rates in accordance with Good Industry Practice by the Authority Engineer. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 24; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 30.2.1 In the event of the Concessioning Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder thereunder. 30.2.2 If the Concessionaire determines at any time that a Change of Scope is necessary, it shall by notice in writing require the Concessioning Authority to consider such Change of Scope (the “"Change of Scope Request"). The Concessioning Authority shall, within 60 (sixty) days of receipt of such notice, either accept such Change of Scope with modifications, if any, and initiate proceedings therefor in accordance with this Article 30 or inform the Concessionaire in writing of its reasons for not accepting such Change of Scope Request. 30.2.3 The notice issued by the Concessioning Authority under Clause 30.2.1 or the acceptance by the Concessioning Authority under Clause 30.2.2, as the case may be, shall be considered as the notice of change of Scope (the "Change of Scope Notice”"). 16.2.2 30.2.4 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Concessioning Authority such information as is necessary, together with preliminary Documentation detailed documentation in support of: (a) of the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs cost and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; thereof provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Concessioning Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 30.2.5 Upon receipt of information set forth in Clause 16.2.230.2.4, if the Concessioning Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Concessioning Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree. 30.2.6 The Concessioning Authority shall, the Authority may, by issuing on receipt of a Change of Scope OrderRequest from the Concessionaire, within 30 (thirty) days of receipt of such proposal require the Concessionaire to proceed provide all such information within (……) days as would be required by the Concessioning Authority to finalize its decision with regard to the approval or rejection to the Change of Scope Request and upon consideration of the same, either accept such Change of Scope Request with modifications, if any, as deemed necessary by the Concessioning Authority (the "Change of Scope Acceptance") or reject the Change of Scope Request and inform the Concessionaire of its decision. It is also agreed between the Parties that the Concessioning Authority shall not be liable, in any manner whatsoever, on account of grant or rejection of such Change of Scope Request. 30.2.7 It is agreed by and between the Parties that in the event the Change of Scope Order entails construction on any part of the Project, the Concessionaire, with the performance thereof pending resolution approval of the DisputeConcessioning Authority, or carry out the Concessioning Authority as the case may be, can get such work undertaken through a sub- contractor; provided however that the said subcontractor has the requisite experience in executing such works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16has obtained the approval of the Concessioning Authority for engagement of such sub-contractor.

Procedure for Change of Scope. 16.2.1 15.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire Operator a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 15.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Operator shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Maintenance Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour labor costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonableGood Industry Practice. 16.2.3 15.2.3 Upon receipt of information set forth in Clause 16.2.215.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireOperator, and the Parties shall, with assistance of the Independent Engineer, shall thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Operator to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire Operator to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 15.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to any modifications in the works Buses undertaken by the Concessionaire Operator under this Article 1615.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 . Any change of scope of work will also comply with requisite Specifications and CEN Standards wherever applicable Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 . Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with the assistance of the Independent Engineer, Engineer thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 . The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority‟s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority‟s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor‟s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of Manipur , shall be applicable for determination of costs. In case of non-availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates, as published by the Public Works Department, Manipur, and the Parties shallsuch rates shall be indexed with reference to WPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority‟s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority‟s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.apply

Procedure for Change of Scope. 16.2.1 In (a) If the event of the Authority determining SPV determines that a Change of Scope is necessary, it shall issue to the Concessionaire Developer a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 (b) Upon receipt of a Change of Scope Notice, the Concessionaire Developer shall, with due diligence, provide to the Authority SPV such information as is necessary, together with preliminary Documentation documentation in support of: (ai) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule scheduled dates, if the works or services are required to be carried out during prior to the Construction Period; achievement of the project milestones, and (bii) the options for implementing the proposed Change of Scope and the effect, if any, each such option would will have on the costs cost and time thereof, including a detailed breakdown by work classifications specifying for completing the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided Project. Provided that the cost incurred by the Concessionaire Developer in providing such information shall be reimbursed by the Authority SPV to the extent such cost is certified by the Independent Engineer as reasonableSPV or its designated authorities. 16.2.3 (c) Upon receipt of information set forth in Clause 16.2.212.2(b), if the Authority SPV decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireDeveloper, and the Parties shall, with assistance of the Independent EngineerProject Support Consultant, thereupon make good faith efforts to agree upon (i) the time and costs for implementation thereof. , (ii) the manner of payment, either in monetary terms or equivalent consideration, and the schedule thereof, and (iii) the time for implementation, including the impact on COD, as the case may be. (i) Upon reaching an agreement, the Authority SPV shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Developer to proceed with the performance thereof. . (ii) In the event that the Parties are unable to agree, the Authority SPV may, by issuing a Change of Scope Order, require the Concessionaire Developer to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5dispute. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 15.2.1 In the event of that the Authority determining determines that a Change of Scope is necessary, it shall issue to the Concessionaire Operator a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 15.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Operator shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule time required for completing the Fit Out Works and the Delivery Schedule, if the works or services are Change of Scope is required to be carried out during the Construction Periodprior to COD; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonableGood Industry Practice. 16.2.3 15.2.3 Upon receipt of information set forth in Clause 16.2.215.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireOperator, and the Parties shall, with assistance of the Independent Engineer, shall thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Operator to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire Operator to proceed with the performance thereof pending resolution of the Dispute, or carry out the works Dispute in accordance with Clause 16.5the Dispute Resolution Procedure. 16.2.4 15.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to any modifications in the works Buses undertaken by the Concessionaire Operator under this Article 1615.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority‟s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority‟s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor‟s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of concerned circle of State‟s Public Works Department are available shall be applicable for determination of costs. In case of non-availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the Parties shallWPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority‟s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority‟s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.apply

Procedure for Change of Scope. 16.2.1 15.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 15.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Schedule Completion Schedule Date if the works or services are required to be carried out during the Construction Period; , and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour labor costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer Monitor as reasonable. 16.2.3 15.2.3 Upon receipt of information set forth in Clause 16.2.215.2.2, if the Authority shall in consultation with Independent Monitor decides whether to proceed with the Change of Scope or not. If the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent EngineerMonitor, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.515.5. 16.2.4 15.2.4 The provisions of this Agreement, insofar as they relate to Construction Works construction works and Tests, shall Draft Concession Agreement apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16article. 15.2.5 In case Concessionaire does not adhere to the timelines as per Change of Scope Order for implementation of requested Change of Scope and unless any extension in timelines is granted by Authority, Authority shall have the right to proceed with implementation of such Change of Scope either through itself or through any other third party.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer or the Independent Panel as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance assistance, thereupon of the Independent EngineerEngineer or the Independent Panel or both as the case may be, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire consequent to Change of Scope under this Article Clause 16. 16.2.5 If as a result of Change of Scope, the Concessionaire suffers an increase in costs or other financial burden during operation period, the aggregate financial effect of which exceeds [10% (ten percent) of the Total Project Cost], the Concessionaire may so notify the Authority and propose extension of the Concession Period so as to place the Concessionaire in the same financial position as it would have enjoyed had there been no such Change of Scope resulting in the cost increase, or other financial burden as aforesaid. Upon notice by the Concessionaire, the Parties shall meet, as soon as reasonably practicable, but no later than 30 (thirty) days from the date of notice and the extension of Concession Period under this Clause 16.2.5 shall be determined by the Independent Engineer; Provided that if no agreement is reached within 90 (ninety) days of the aforesaid notice, the same shall be settled in accordance with the Dispute Resolution Procedure.” 16.2.6 Change of Scope may be necessary on account of change in Applicable Law, including MCI regulations. In the event, after the date of execution of this Agreement, the MCI regulations are amended or modified, resulting in reduction or increase of Total Project Cost, then such change shall constitute Change in Law and the provisions of Clause 43 shall apply 17.1 O&M obligations of the Concessionaire 17.1.1 During the Operation Period, the Concessionaire shall operate and maintain the Hospital and/or the Medical College, as the case may be, in accordance with this Agreement either by itself, or through the Hospital Operator and/or the Medical College Operator, as the case may be and if required, modify, repair or otherwise make improvements to the Hospital and/or the Medical College, as the case may be, to comply with the provisions of this Agreement, Applicable Laws and Applicable Permits, and conform to Specifications and Standards and Good Industry Practice. The obligations of the Concessionaire hereunder shall include: a. permitting safe, smooth and uninterrupted treatment and care of Patients in the Hospital during normal operating conditions; b. making the Hospital available for use round the clock 24 (twenty four) hours a day and 365/366 (three hundred and sixty five/six) days a year during the Concession Period and meeting the service level requirements as defined in this Agreement; c. collecting and appropriating the Fees from Patients (except Select Patients). It is clarified that in respect of Healthcare Services provided to Select Patients, the Authority shall reimburse the cost as per CGHS Rate determined in terms of this Agreement; d. providing Medical Education to the Students in accordance with Applicable Laws and Applicable Permits; e. collecting and appropriating the Tuition Fees from Students ; f. achieve and maintain accreditation of the Medical Facility with MCI in accordance with Clause 6.3.1; g. achieve and maintain accreditation of the Hospital with NABH throughout the Concession Period in accordance with Clause 21.4; h. minimising disruption to patient care in the event of accidents or other incidents affecting the safety and use of the Hospital by providing a rapid and effective response and maintaining liaison with emergency services of the State; i. carrying out periodic preventive maintenance of the Medical Facility; j. undertaking routine maintenance including prompt repairs of the Medical Facility including its structures and Equipment; k. undertaking major maintenance such as repair or replacement of Equipment, repairs to structures, and repairs and refurbishment of infrastructure facilties, and communication system; l. preventing, with the assistance of the concerned law enforcement agencies, any encroachments on the Medical Facility; m. protection of the environment and provision of equipment and materials therefor; n. operation and maintenance of all communication, control and administrative systems necessary for the efficient operation of the Medical Facility; o. maintaining a public relations unit to interface with and attend to suggestions from the Patients, visitors, staff, government agencies, media and other agencies; p. complying with Safety Requirements in accordance with Clause 18; q. operation and maintenance of all Project Assets diligently and efficiently and in accordance with Good Industry Practice;

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority‟s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority‟s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor‟s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of concerned circle of State‟s Public Works Department are available shall be applicable for determination of costs. In case of non- availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the Parties shallWPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority‟s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority‟s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; , and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; [provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer Expert as reasonable.] 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent EngineerExpert, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority Employer determining that a Change of Scope is necessary, it shall may direct the Employer’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority Employer and the Employer’s Engineer such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works Works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown the following details: (i) break down of the quantities, unit rates and cost for d ifferent items of work; (ii) proposed design for the Change of Scope; and (iii) proposed modifications, if any, to the Project Completion schedule of the Project Works. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the following principles: (a) the latest available edition of MIDC Schedule of Rates applicable to Nanded Region & Aurangabad PWD rates will be adopted for the valuation of any Works which are not already covered by work classifications specifying the material items included in Price Schedules. Payments for the Variations Items shall be made in INR only. (b) In the event that items are not covered in the MIDC Schedule of rates applicable to Nanded Region, then the latest edition of the Maharashtra Water Supply and labour costs calculated in accordance with Sewerage Board rates applicable for Aurangabad and then the schedule of rates applicable related to the works assigned Aurangabad PWD will be used in that order. (c) The market rates substantiated with 3 quotations, followed by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information work order and/ or Tax Invoice shall be reimbursed by considered only when the Authority executed variation items are not covered under Price Schedule or the above referred schedule of rates. A fixed percentage of 15% shall be added to cover the extent such cost is certified by Contractor's Overhead and Profit for the Independent Engineer as reasonablerates evaluated under this category (c). 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if (d) For electrical work the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs estimates prepared by MSEDCL will be considered for implementation thereof. substantion. 13.2.4 Upon reaching an agreementAgreement, the Authority Employer shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority Employer may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Employer till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: (i) break down of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the following principles: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are available shall be applicable for determination of costs. In case of non-availability of current SOR, the available Schedule of Rates shall be applied by updating the same based on WPI. (b) For works not similar in nature to the Works being executed, the cost of work shall be derived on the basis of MORTH Standard Data Book and the applicable schedule of rates for the relevant circle, as published by the respective State Government, and such rates shall be indexed with reference to the Parties shallWPI once every year, with assistance the base being the month and year of the Independent Engineerpublication of the said schedule of rates; provided, thereupon make good faith efforts to agree upon however, that for any item not included in the time schedule of rates, the prevailing market rates as determined by the Authority’s Engineer shall apply, and costs for implementation thereof. any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.apply

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable issue by The Engineer in Chief, GoMP, PWD for the Road & Bridge Works, [Including amendment up to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such ratesBid Due Date]; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority MSRDC determining that a Change of Scope is necessary, it It shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder there under (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority MSRDC such information as is necessary, together with preliminary Documentation in support of: (a) a. the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; , and (b) b. the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority MSRDC to its contractors, along with the proposed premium/premium of 5% discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority MSRDC to the extent such cost is certified by the Independent Engineer Consultant as reasonable. 16.2.3 Upon If upon receipt of information set forth in Clause 16.2.2, if the Authority MSRDC decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent EngineerConsultant, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreementAgreement, the Authority MSRDC shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance implementation thereof. In the event that the Parties are unable to agree, the Authority MSRDC may, by issuing a Change of Scope Scope, Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority MOR determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder there under (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority MOR such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority MOR to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority MOR to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority MOR decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority MOR shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority MOR may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the Independent Engineercost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, cost as determined by the Authority shall issue an order (be considered as final and binding on the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5Contractor. 16.2.4 (c) The provisions of this Agreement, insofar as they relate to Construction design charges shall be considered only for new works or items (i.e. the Works and Tests, shall apply mutatis mutandis or items not similar to the works undertaken by or items in the Concessionaire under this Article 16original scope) @ 1% (one per cent) of cost of such new works or items.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire Contractor in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer Engineer-in-charge as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireContractor, and the Parties shall, with assistance of the Independent Engineer-in-charge, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire Contractor to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5Clauses. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). Any change of scope of work will also comply with requisite Specifications and Standards wherever applicable. 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with the assistance of the Independent Engineer, Engineer thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder thereunder. If the Concessionaire determines at any time that a Change of Scope is necessary, it shall by notice in writing require the Authority to consider such Change of Scope (the “Change of Scope Request”). The Authority shall, within 60 (sixty) days of receipt of such notice, either accept such Change of Scope with modifications, if any, and initiate proceedings therefore in accordance with this Article 21 or inform the Concessionaire in writing of its reasons for not accepting such Change of Scope Request. The notice issued by the Authority under Xxxxxx 21.2.1 or the acceptance by the Authority under Clause 21.2.2, as the case may be, shall be considered as the notice of change of Scope (the “Change of Scope Notice”). 16.2.2 . Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation detailed documentation in support of: (a) : the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction PeriodProject; and (b) and the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 . Upon receipt of information set forth in Clause 16.2.221.2.4, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agreeThe Authority shall, the Authority may, by issuing on receipt of a Change of Scope OrderRequest from the Concessionaire, within 30 (thirty) days of receipt of such proposal require the Concessionaire to proceed provide all such information within () days as would be required by the Authority to finalize its decision with regard to the performance thereof pending resolution approval or rejection to the Change of Scope Request and upon consideration of the Disputesame, or carry out the works in accordance either accept such Change of Scope Request with Clause 16.5. 16.2.4 The provisions of this Agreementmodifications, insofar if any, as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken deemed necessary by the Authority (the “Change of Scope Acceptance”) or reject the Change of Scope Request and inform the Concessionaire under this Article 16of its decision. It is also agreed between the Parties that the Authority shall not be liable, in any manner whatsoever, on account of grant or rejection of such Change of Scope Request.

Procedure for Change of Scope. 16.2.1 In the event (a) BRBN shall whenever it desires provision of the Authority determining that a Change addition/deletion of Scope is necessaryworks and services referred to in Article 13.1 above, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder of Change of Scope (the “"Change of Scope Notice”)") through the Independent Engineer. 16.2.2 (b) Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligencewithin a period of 15 (fifteen) days, provide to the Authority Independent Engineer such information as is necessary, necessary and reasonable together with preliminary Documentation documentation in support ofof the following: (ai) the impact, if any, impact which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are work is required to be carried out during the Construction Period; before COD, and (bii) the options for implementing cost to the proposed Concessionaire of complying with such Change of Scope and Notice on account of increases in quantities of items of work mentioned in the effect, if any, each such option would have on Bill of Quantities at the costs and time thereof, including a detailed breakdown by rate mentioned therein. In case the Bill of Quantities does not carry certain items of work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with required under the Change of Scope, it the Concessionaire shall convey its preferred option to provide the analysis of rates for carrying out such items of work. (c) Independent Engineer shall review the information provided by the Concessionaire, assess the change in quantities of items of work, verify the analysis of rates if required, determine the additional cost to the Concessionaire as a result of such Change of Scope, add such additional cost to initial investmentin the Cashflow Projections and determine the Parties shallextension, with assistance if any, to the Concession Period in order to maintain the Financial Internal Rate of Return (FIRR). Provided, that the projections for years beyond the Concession Period shall be average of three years immediately preceding the last year of the original Cashflow Projections. The Independent Engineer, thereupon make good faith efforts Engineer shall communicate its recommendation to agree upon the time and costs for implementation thereof. Upon reaching an agreement, Steering Group within a period of 15(fifteen) days from the Authority receipt of information from the Concessionaire. (d) BRBN shall issue an order (the “Change of Scope Order”Order within a period of 15 (fifteen) requiring days from the date of recommendation made by the Independent Engineer in accordance with preceding sub-article (c) above. (e) The Change of Scope Order shall be effective and binding upon receipt thereof by the Concessionaire. Notwithstanding a Dispute regarding cost and time for implementation of such order, the Concessionaire to shall proceed with the performance of such order promptly following receipt thereof. In Any Dispute regarding the event that extension in the Parties are unable to agree, Concession Period recommended by the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works Independent Engineer shall be resolved in accordance with Clause 16.5the Dispute Resolution Procedure. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken (f) All claims by the Concessionaire under pursuant to this Article 1613.2 shall be supported by such documentation as is reasonably sufficient for Independent Engineer to determine the accuracy thereof, including invoices from Contractors and certification of such claims by the Statutory Auditors.

Procedure for Change of Scope. 16.2.1 15.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire Mine Operator, a notice specifying in reasonable detail detail, the change in works and services contemplated thereunder (the “"Change of Scope Notice”"). 16.2.2 15.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Mine Operator shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the such change in works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, effects of each such option would have on the costs and time thereofthereof (if any), including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractorsContractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire Mine Operator in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer in charge as reasonable. 16.2.3 15.2.3 Upon receipt of information set forth in Clause 16.2.215.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireMine Operator, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire Mine Operator to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire Mine Operator to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 15.2.4 The provisions of this AgreementClause 15.2, insofar as they relate are applicable to Construction Works and Works, Tests, shall apply mutatis mutandis to operation and maintenance of the works undertaken by the Concessionaire under this Article 16Mine.

Procedure for Change of Scope. 16.2.1 1) In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”).. Any change of scope of work will also comply with requisite Specifications and CEN Standards wherever applicable 16.2.2 2) Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 3) Upon receipt of information set forth in Clause 16.2.2), if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with the assistance of the Independent Engineer, Engineer thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 4) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority SPV determining that a Change of Scope is necessary, it shall may direct the SPV’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope NoticeNotice from SPV’s Engineer, the Concessionaire Contractor shall, with due diligence, provide to the Authority SPV’s Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which impact of the Change of Scope is likely to have on the Project Completion Schedule Schedule, if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof; including the following details: (i) breakup of the quantities, including a detailed breakdown by work classifications specifying the material unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; (ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and (iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Railway Project. For the avoidance of doubt, and the Parties shallexpressly agree that, with assistance subject to the provisions of Clause 13.4.2, the Independent EngineerContract Price shall be increased or decreased, thereupon make good faith efforts to agree upon as the time and case may be, on account of Change of Scope. 13.2.3 The Contractor’s quotation of rates/costs for implementation thereof. the Change of Scope shall be determined on the following principles: (A) The rate for various items to be executed through the change of scope order shall be estimated based on analysis of rates (AOR) of [Zonal Railway, CORE, which ever is applicable] for an item other than building works and as per CPWD’s AOR for building works and by applying the prevailing market rates of various input construction materials, labour, machinery and T & P. (B) In case AOR of any items is not available in [Zonal Railway’s or CORE’s AOR] then such rates shall be determined as per prevailing market rates in accordance with Good Industry Practice by the SPV’s Engineer . 13.2.4 Upon reaching an agreement, the Authority SPV shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority SPV may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works SPV till the matter is resolved in accordance with Article 24; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 In the event of the Authority MPRDC determining that a Change of Scope is necessarynecessary , it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder hereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, shall with due diligence, provide to the Authority MPRDC such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; , and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs cost and time thereofthereof , including a detailed breakdown by work classifications classification specifying the material and labour costs calculated in accordance with the schedule scheduled of rates applicable to the works assigned by the Authority MPRDC to its contractorscontractors , along with the proposed premium/discount on such ratesrates ; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority MPRDC to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority MPRDC decides to proceed with the Change of ScopeScope , it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, Engineer thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority MPRDC shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority mayMPRDC, may by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “"Change of Scope Notice”"). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “"Change of Scope Notice”"). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; , and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 12.2.1 In the event of the Implementing Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder (the “"Change of Scope Notice”"). 16.2.2 12.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with due diligence, provide to the Implementing Authority such information as is necessary, together with preliminary Documentation documentation in support of: (a) a. the impact, if any, which the Change of Scope is likely to have on the Project Development Completion Schedule if the works or services are required to be carried out during the Construction Concession Period; , and (b) b. the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour labor costs calculated in accordance with the schedule of rates applicable to the works assigned by the Implementing Authority to its contractors, along with the proposed premium/discount on such rates; [provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Implementing Authority to the extent such cost is certified by the Independent Engineer Monitor[s] as reasonable. 16.2.3 12.2.3 Upon receipt of information set forth in Clause 16.2.212.2.2, if the Implementing Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent EngineerMonitor[s], thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Implementing Authority shall issue an order (the “"Change of Scope Order”") requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Implementing Authority may, by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.512.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 In the event of the Authority MPRDC determining that a Change of Scope is necessarynecessary , it shall issue to the Concessionaire a notice specifying in reasonable detail the works and services contemplated thereunder hereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, shall with due diligence, provide to the Authority MPRDC such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; , and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs cost and time thereofthereof , including a detailed breakdown by work classifications classification specifying the material and labour lab our costs calculated in accordance with the schedule scheduled of rates applicable to the works assigned by the Authority MPRDC to its contractorscontractors , along with the proposed premium/discount on such ratesrates ; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority MPRDC to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority MPRDC decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire, and the Parties shall, with assistance of the Independent Engineer, Engineer thereupon make good faith efforts to agree upon the time and costs cost for implementation thereof. Upon reaching an agreement, the Authority MPRDC shall issue an order (the “Change of Scope Order”) requiring the Concessionaire to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority mayMPRDC, may by issuing a Change of Scope Order, require the Concessionaire to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.

Procedure for Change of Scope. 16.2.1 13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 13.2.2 Upon receipt of a Change of Scope NoticeNotice from Authority Engineer, the Concessionaire Contractor shall, with due diligence, provide to the Authority Engineer such information as is necessary, together with preliminary Documentation documentation in support of: (a) the impact, if any, which impact of the Change of Scope is likely to have on the Project Completion Schedule Schedule, if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof; including the following details: i) breakup of the quantities, including a detailed breakdown by work classifications specifying the material unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; ii) proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; and iii) proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of theRailway Project. 13.2.3 For the avoidance of doubt, and the Parties shallexpressly agree that, with assistance subject to the provisions of Clause 13.4.2, the Independent EngineerContract Price shall be increased or decreased, thereupon make good faith efforts to agree upon as the time and case may be,on account of Change of Scope. The Contractor’s quotation of rates/costs for implementation thereof. the Change of Scope shall be determined on the following principles: (a) The rate for various items to be executed through change of scope order shall be estimated on the basis of analysis of rates (AOR) of [Zonal Railway, CORE, whichever is applicable] for item other than building works and as per CPWD’s AOR for building works and by applying the prevailing market rates of various input construction materials, labour, machinery and T & P. (b) In case AOR of any items is not available in [Zonal Railway’s or CORE’s AOR]then such rates shall be determined as per prevailing market rates in accordance with Good Industry Practice by the Authority Engineer. 13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 24; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 13.2.5 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.apply

Procedure for Change of Scope. 16.2.1 In the event of the Authority SH&DB determining that a Change of Scope is necessary, it shall issue to the Concessionaire Developer a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Developer shall, with due diligence, provide to the Authority SH&DB such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour labor costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority SH&DB to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire Developer in providing such information shall be reimbursed by the Authority SH&DB to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority SH&DB decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireDeveloper, and the Parties shall, with assistance of the Independent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority The SH&DB shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Developer to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority SH&DB may, by issuing a Change of Scope Order, require the Concessionaire Developer to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works undertaken by the Concessionaire under this Article 16.apply

Procedure for Change of Scope. 16.2.1 (i) In the event of the Authority determining that a Change of Scope is necessary, it shall may direct the Authority’s Engineer to issue to the Concessionaire Contractor a notice specifying in reasonable detail the works Works and services contemplated thereunder there under (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. 16.2.2 (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Concessionaire Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is necessary, together with preliminary Documentation detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material following details: i. break-up of the quantities, unit rates and labour costs calculated in accordance with the schedule cost for different items of rates applicable to the works assigned by the Authority to its contractors, along with the work; and ii. proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. 16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority decides to proceed with design for the Change of Scope; iii. proposed modifications, it shall convey its preferred option if any, to the ConcessionaireProject Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the Parties shallrequisite details, the Authority’s Engineer shall determine the rate in accordance with assistance Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. Page 82 of 146 (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the Independent Engineer, thereupon make good faith efforts to agree upon detailed proposal submitted by the time and costs for implementation thereof. Upon reaching an agreementContractor under the Clause 13.2 (iii), the Authority Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may, by issuing : (a) issue a Change of Scope Order, require Order requiring the Concessionaire Contractor to proceed with the performance thereof pending resolution of at the Dispute, or carry out rates and conditions approved by the works Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 16.513.5. 16.2.4 (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the works Works undertaken by the Concessionaire Contractor under this Article 1613.

Procedure for Change of Scope. 16.2.1 15.2.1 In the event of the Authority determining that a Change of Scope is necessary, it shall issue to the Concessionaire Operator a notice specifying in reasonable detail the works and services contemplated thereunder (the “Change of Scope Notice”). 16.2.2 15.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire Operator shall, with due diligence, provide to the Authority such information as is necessary, together with preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Maintenance Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the material and labour costs calculated in accordance with the schedule of rates applicable to the works assigned by the Authority to its contractors, along with the proposed premium/discount on such rates; provided that the cost incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonableGood Industry Practice. 16.2.3 15.2.3 Upon receipt of information set forth in Clause 16.2.215.2.2, if the Authority decides to proceed with the Change of Scope, it shall convey its preferred option to the ConcessionaireOperator, and the Parties shall, with assistance of the Independent Engineer, shall thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an order (the “Change of Scope Order”) requiring the Concessionaire Operator to proceed with the performance thereof. In the event that the Parties are unable to agree, the Authority may, by issuing a Change of Scope Order, require the Concessionaire Operator to proceed with the performance thereof pending resolution of the Dispute, or carry out the works in accordance with Clause 16.5. 16.2.4 15.2.4 The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to any modifications in the works Buses undertaken by the Concessionaire Operator under this Article 1615.