Common use of Procedure for substitution Clause in Contracts

Procedure for substitution. 3.4.1. The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority to: a. accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. If the Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire.

Procedure for substitution. 3.4.1. The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting short listing the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority to: a. accede : Accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. endorse ; Endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. enter and Enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. If the Authority has any objection to the transfer of Concession in favour favor of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority shall thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire. The transfer of Concession hereunder to a Nominated Company may, notwithstanding anything to the contrary in this Agreement and the Concession Agreement, be undertaken by transfer of no less than 75% (seventy five per cent) of the equity of the Concessionaire to the Nominated Company, and upon such transfer hereunder, the Concessionaire shall be deemed to be the Nominated Company under and in accordance with the provisions of this Agreement and the Concession Agreement.

Procedure for substitution. 3.4.1. 3.3.1 The Authority Mandi Board and the Concessionaire Developer hereby agree that on or after the date of the Termination Notice being issued, by the Mandi Board in relation to a Developer Event of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may beDefault, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior LendersLenders under the Financing Documents, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession Grant to the Nominated Company NSL upon such Nominated CompanyNSL’s assumption of the liabilities and obligations of the Concessionaire Developer towards the Authority Mandi Board under the Concession Agreement and towards the Senior Lenders under the Financing AgreementsDocuments, subject to such NSL meeting and conforming to the qualification criteria prescribed by the Mandi Board at the time of selection of the Developer. 3.4.2. To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.3.2 Upon selection of a Nominated CompanyNSL, the Lenders’ Representative shall shall, through the means of the Replacement Notice, request the Authority Mandi Board to: a. accede to (a) transfer the Grant to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. endorse and transfer the Concession to the Nominated CompanyNSL, on the same terms and conditions, for the residual Term of the Concession PeriodAgreement; and c. (b) enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company NSL on the same terms as are contained in this Agreement. 3.4.4. If 3.3.3 In the Authority has any objection event that the Lenders issue the Replacement Notice to the transfer of Concession Mandi Board within the period specified in favour Article 3.2.1, the Mandi Board shall examine the legal, financial and technical capabilities of the Nominated Company NSL to perform the obligations of the Developer in accordance with this the terms of the Concession Agreement. Upon the above examination, where the Mandi Board is so satisfied, as to financial and technical capabilities of the NSL to perform the obligations of the Developer in accordance with the terms of the Concession Agreement, it shall the Mandi Board shall, within 15 forty five (fifteen45) days from the date of proposal made by such Replacement Notice, consent to the Lenders’ Representativenomination of such NSL, give a reasoned order after hearing the Lenders’ Representativewhich consent is not to be unreasonably withheld. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided Provided that in the event of such an objection by the AuthorityMandi Board, the Lenders’ Representative may propose another Nominated Company NSL whereupon the procedure set forth in this Clause 3.4 Article 3.3 shall be followed for substitution of such Nominated Company NSL in place of the ConcessionaireDeveloper. 3.3.4 Upon the intimation of the confirmation of the Mandi Board of the NSL as specified in the Concession Agreement and Clause 3.3.3 above, the Mandi Board, the Developer, the NSL and the Lenders’ Representative shall take all due steps, for novation of the Concession Agreement in favour of NSL, transfer of the Grant in favour of NSL, upon which the Concession Agreement shall constitute an agreement between the NSL, the Mandi Board and the Developer, as novated, amended and supplemented (the “Novated Agreement). 3.3.5 The parties agree that pursuant to the Novated Agreement, all rights and obligations of the Developer under the Concession Agreement (except such rights and obligations as may have accrued prior to the Novated Agreement and the substitution of the Developer by the NSL), shall vest with and be assumed by the NSL and the Developer shall have no rights and shall stand released and discharged in respect thereof.

Procedure for substitution. 3.4.1. 3.4.1 The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting short listing the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria.the 3.4.3. 3.4.3 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority to: a. accede a) Accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. endorse b) Endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. enter c) Enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority has any objection to the transfer of Concession in favour favor of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority shall thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire. 3.4.5 The transfer of Concession hereunder to a Nominated Company may, notwithstanding anything to the contrary in this Agreement and the Concession Agreement, be undertaken by transfer of no less than 75% (seventy five per cent) of the equity of the Concessionaire to the Nominated Company, and upon such transfer hereunder, the Concessionaire shall be deemed to be the Nominated Company under and in accordance with the provisions of this Agreement and the Concession Agreement.

Procedure for substitution. 3.4.1. 3.4.1 The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project Hospital including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority to: a. (i) accede to transfer to the Nominated Company the right to construct, operate and maintain the Project Hospital in accordance with the provisions of the Concession Agreement; b. (ii) endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. (iii) enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.3.1 The Authority ***** and the Concessionaire Developer hereby agree that on or after the date of the Termination Notice being issued, by the ******in relation to a Developer Event of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may beDefault, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior LendersLenders under the Financing Documents, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession Grant to the Nominated Company NSL upon such Nominated CompanyNSL’s assumption of the liabilities and obligations of the Concessionaire Developer towards the Authority under the******under the Concession Agreement and towards the Senior Lenders under the Financing AgreementsDocuments, subject to such NSL meeting and conforming to the qualification criteria prescribed by the ******at the time of selection of the Developer. 3.4.2. To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.3.2 Upon selection of a Nominated CompanyNSL, the Lenders’ Representative shall shall, through the means of the Replacement Notice, request the Authority to:******* a. accede to (a) transfer the Grant to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. endorse and transfer the Concession to the Nominated CompanyNSL, on the same terms and conditions, for the residual Term of the Concession PeriodAgreement; and c. (b) enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company NSL on the same terms as are contained in this Agreement. 3.4.4. If 3.3.3 In the Authority has any objection event that the Lenders issue the Replacement Notice to the transfer of Concession ******* within the period specified in favour Article 3.2.1, the ****shall examine the legal, financial and technical capabilities of the Nominated Company NSL to perform the obligations of the Developer in accordance with this the terms of the Concession Agreement. Upon the above examination, where the ***** is so satisfied, as to financial and technical capabilities of the NSL to perform the obligations of the Developer in accordance with the terms of the Concession Agreement, it shall the ***** shall, within 15 forty five (fifteen45) days from the date of proposal made by such Replacement Notice, consent to the Lenders’ Representativenomination of such NSL, give a reasoned order after hearing the Lenders’ Representativewhich consent is not to be unreasonably withheld. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided Provided that in the event of such an objection by the Authority*****, the Lenders’ Representative may propose another Nominated Company NSL whereupon the procedure set forth in this Clause 3.4 Article 3.3 shall be followed for substitution of such Nominated Company NSL in place of the ConcessionaireDeveloper. 3.3.4 Upon the intimation of the confirmation of the******of the NSL as specified in the Concession Agreement and Clause 3.3.3 above, the***** the Developer, the NSL and the Lenders’ Representative shall take all due steps, for novation of the Concession Agreement in favour of NSL, transfer of the Grant in favour of NSL, upon which the Concession Agreement shall constitute an agreement between the NSL, the ******* and the Developer, as novated, amended and supplemented (the “Novated Agreement). 3.3.5 The parties agree that pursuant to the Novated Agreement, all rights and obligations of the Developer under the Concession Agreement (except such rights and obligations as may have accrued prior to the Novated Agreement and the substitution of the Developer by the NSL), shall vest with and be assumed by the NSL and the Developer shall have no rights and shall stand released and discharged in respect thereof.

Procedure for substitution. 3.4.1. 3.4.1 The Authority Employer and the Concessionaire Developer hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority Employer under Clause 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession Rights to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire Developer towards the Authority Employer under the Concession Project Development and Implementation Agreement and towards the Senior Lenders under the Financing Agreementsfinancing agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the ConcessionaireDeveloper, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority Employer for shortlisting short-listing the bidders for award of the ConcessionRights; provided that the Lenders’ Representative may represent to the Authority Employer that all or any of such criteria may be waived in the interest of the Project, and if the Authority Employer determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority Employer to: a. (a) accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Project Development and Implementation Agreement; b. (b) endorse and transfer the Concession Rights to the Nominated Company, on the same terms and conditions, for the residual Concession Agreement Period; and c. (c) enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority Employer has any objection to the transfer of Concession Rights in favour of the Nominated Company in accordance with this Agreement, it shall within 15 7 (fifteenseven) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the AuthorityEmployer, the Nominated Company shall be deemed to have been accepted. The Authority Employer thereupon shall transfer and endorse the Concession Rights within 15 7 (fifteenseven) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the AuthorityEmployer, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the ConcessionaireDeveloper.

Procedure for substitution. 3.4.1. The Authority 3.5.1 RLDA and the Concessionaire Lessee hereby agree that on or after the date of Lenders’ Substitution Notice of Financial Default or the date of representation to the Authority under Clause 3.2.3 and/or Lenders’ Substitution Representation Clause 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior LendersLenders under the Financing Agreements, invite, negotiate and procure offers, either by private negotiations or public auction or tenders competitive bids from the prospective parties for the take over and transfer of the Project including the Concession Grant to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire Lessee towards the Authority RLDA under the Concession Lease Agreement and towards the Senior Lenders under the Financing Agreements, subject to such Nominated Company conforming to the qualification criteria prescribed by RLDA at the time of selection of the Lessee. 3.4.2. To be eligible 3.5.2 The criteria for substitution in place selection of the ConcessionaireNominated Company shall be a lump sum Substitution Premium to be paid upfront to RLDA by the selected party as consideration prior to execution of any agreement for the Project. The Substitution Premium shall be in addition to the Nominated Company agreeing to bear all the liabilities of the Lessee in terms of the Lease Agreement, Financing Agreement, Letter of Allotment/Sub-Lease Deeds and contracts with the Sub-contractors which shall include but not be limited to overdue and future payments towards taxes to be paid to the Government, repayment or refunds to third parties, instalments of Lease Premium (and interests thereof) to be paid to RLDA, Annual Lease Rents to be paid to RLDA, liquidated damages to be paid to RLDA, payment to Sub- contractors relating to the Project, expenses incurred and claims by RLDA on the Project due to the Lessee’s default in terms of the Lease Agreement to be paid to RLDA, servicing of Debt Due to the Lenders. Moreover as part of the condition of the bidding, the Nominated Company shall be required to fulfil deposit an additional minimum amount in the eligibility criteria that were laid down by Escrow Account, if applicable, within 30 days of its appointment as the Authority for shortlisting Nominated Company to clear all overdue amounts in respect of payments specified hereabove. The lump sum Substitution Premium may be either negative or positive depending on the bidders for award perception of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest concerned party of the Projectrights and obligations in terms of the Lease Agreement, Lease Deed and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteriaFinancing Agreements. 3.4.3. 3.5.3 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority RLDA to: a. accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. endorse and (a) transfer the Concession Grant to the Nominated Company, on the same terms and conditions, for the residual Concession Periodremainder of the Term of the Lease Agreement; and c. (b) enter into a new Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this the Substitution Agreement. 3.4.4. 3.5.4 If the Authority RLDA has any objection to the transfer of Concession Grant in favour of the Nominated Company in accordance with this the Substitution Agreement, it shall within 15 a period of 30 (fifteenthirty) days from the date of receipt of proposal made by the Lenders’ Representative, give a reasoned order after hearing decision as regards the Lenders’ Representativeacceptability (or objection, as the case may be) of the Nominated Company. If no such objection is raised by In the Authority, event the Nominated Company shall be deemed is acceptable to have been accepted. The Authority thereupon RLDA, RLDA shall transfer and endorse the Concession Grant within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such an objection by the AuthorityRLDA, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause Section 3.4 shall be followed for substitution of such Nominated Company in place of the ConcessionaireLessee. Provided that it is expressly agreed between the Parties hereto that in any event the process of Substitution of the Lessee shall be completed within a period of 180 (one hundred and eighty) days from the date of Lenders’ Substitution Notice or Lenders’ Substitution Representation. 3.5.5 If the substitution is on account of revocation of registration of the Lessee, the substitution for the development of private property shall take place as per the provisions of the RERA Act.

Procedure for substitution. 3.4.1. The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority to: a. (a) accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. (b) endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. (c) enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. If the Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting short listing the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority to: a. accede (a) Accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. endorse (b) Endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. enter (c) Enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority has any objection to the transfer of Concession in favour favor of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority shall thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire. 3.4.5 The transfer of Concession hereunder to a Nominated Company may, notwithstanding anything to the contrary in this Agreement and the Concession Agreement, be undertaken by transfer of no less than 75% (seventy five per cent) of the equity of the Concessionaire to the Nominated Company, and upon such transfer hereunder, the Concessionaire shall be deemed to be the Nominated Company under and in accordance with the provisions of this Agreement and the Concession Agreement.

Procedure for substitution. 3.4.1. The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority to: a. a) accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. b) endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. c) enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. If the Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire.

Procedure for substitution. 3.4.1. (a) The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ ' Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s 's assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. (b) To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting short listing the bidders for award of the Concession; provided that the Lenders’ ' Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect Material Adverse Effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. (c) Upon selection of a Nominated Company, the Lenders’ ' Representative shall request the Authority to: a. i. accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. ii. endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. iii. enter into a Substitution Agreement with the Lenders’ ' Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. (d) If the Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ ' Representative, give a reasoned order after hearing the Lenders’ ' Representative. If no such objection is raised by the Concessioning Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 7 (fifteenseven) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Concessioning Authority, the Lenders’ ' Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Authority Railway Administration and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority Railway Administration under Clause Article 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior LendersLenders under the Financing Documents, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority Railway Administration under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. To Documents, subject to such substitution by a Nominated Company not being prejudicial to national security or public interest, provided further that in case the right of substitution is proposed to be eligible for substitution in place exercised by the lenders prior to one year after commencement of the Concessionairecommercial operation, the Nominated Company shall be required to fulfil also satisfy the eligibility of selection criteria that were laid down prescribed by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteriaMOR . 3.4.3. 3.4.2 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority Railway Administration to: a. accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. (a) endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. (b) enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.3 If the Authority Railway Administration has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days a reasonable period from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority Railway Administration thereupon shall transfer and endorse the Concession within 15 30 (fifteenthirty) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the AuthorityRailway Administration, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause Article 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Authority and the Concessionaire Operator hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Senior Lenders/Senior Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders from potential Selectees for substituting the take over Operator and transfer of taking on the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities rights and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing AgreementsAgreement. 3.4.2. 3.4.2 To be eligible for substitution in place of the ConcessionaireOperator, the Nominated Company Selectee shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the ConcessionAgreement; provided that the Senior Lenders/ Senior Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated CompanySelectee, the Senior Lenders/Senior Lenders’ Representative shall request the Authority to: a. (a) accede to transfer to the Nominated Company Selectee the right to construct, operate rights and maintain the Project in accordance with the provisions obligations of the Concession Operator under the Agreement;; and b. endorse and transfer (b) novate the Concession Agreement to the Nominated Company, on Selectee such that the same terms Selectee replaces the Operator and conditionsbecomes entitled/obligated to all the rights and obligations of the Operator, for the residual Concession Agreement Period; and c. enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority has any objection to the transfer of Concession Agreement in favour of the Nominated Company Selectee in accordance with this Agreement, it shall within 15 7 (fifteenseven) days Days from the date of proposal made by the Senior Lenders/Senior Lenders’ Representative, give a reasoned order after hearing the Senior Lenders/Senior Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company Selectee shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse novate the Concession Agreement within 15 7 (fifteenseven) days Days of its acceptance/deemed acceptance of the Nominated CompanySelectee; provided that in the event of such objection by the Authority, the Senior Lenders’ Representative may propose another Nominated Company Selectee whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company Selectee in place of the ConcessionaireOperator.

Procedure for substitution. 3.4.1. The Concessioning Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Concessioning Authority under Clause 3.3.2, as the case may be, the Lenders/Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Lenders/ Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company Selectee upon such Nominated Company’s Selectees assumption of the liabilities and the obligations of the Concessionaire from towards the Concessioning Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2Documents. To be eligible for substitution in place of the Concessionaire, the Nominated Company Selectee shall be required to fulfil fulfill the eligibility criteria that were laid down by the Concessioning Authority for shortlisting the bidders for award of the Concession; provided that the Lenders/Lenders’ Representative may represent to the Concessioning Authority that all or any of such criteria may be waived in the interest of the Project, and if the Concessioning Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. Upon selection of a Nominated CompanySelectee, the Lenders/Xxxxxxx’ Representative shall request the Concessioning Authority to: a. accede to transfer to the Nominated Company Selectee the right rights and obligations including but not limited to construct, operate and maintain the Project in accordance with the provisions Concession Agreement, of the Concessionaire under the Concession Agreement;; and b. endorse and transfer the Concession, Concession Agreement to the Nominated Company, Selectee on the same terms and conditions, for the residual Concession Period; and c. enter into a Substitution the substitution Agreement with the Lenders/Lenders’ Representative and the Nominated Company Selectee on the same terms as are contained in this Agreement. 3.4.4. If the theConcessioning Authority has any objection to the transfer of Concession in favour of the Nominated Company Selectee in accordance with this Agreement, it shall within 15 (fifteen15(fifteen ) days Days from the date of proposal made by the Lenders/Lenders’ Representative, give a reasoned order after hearing the Lenders/Xxxxxxx’ Representative. If no such objection is raised by the Concessioning Authority, the Nominated Company Selectee shall be deemed to have been accepted. The Concessioning Authority thereupon shall transfer transfer, endorse and endorse novate the Concession Agreement within 15 (fifteen) days Days of its acceptance/deemed acceptance of the Nominated CompanySelectee; provided that in the event of such objection by the Concessioning Authority, the Lenders’ Representative may propose another Nominated Company Selectee whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company Selectee in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ Lenders‟ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer Transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s Company‟s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Lenders‟ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated Company, the Lenders’ Lenders‟ Representative shall request the Authority to: a. (a) accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. (b) endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. (c) enter into a Substitution Agreement with the Lenders’ Lenders‟ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 7 (fifteenseven) days from the date of proposal made by the Lenders’ Lenders‟ Representative, give a reasoned order after hearing the Lenders’ Lenders‟ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 7 (fifteenseven) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Lenders‟ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause Article 3.3.2, as the case may be, the Lenders’ ' Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company Substitute Entity upon such Nominated Company’s Substitute Entity's assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company Substitute Entity shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting short listing the bidders for award of the Concession; provided that the Lenders’ ' Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated CompanySubstitute Entity, the Lenders’ ' Representative shall request the Authority to: a. (a) accede to transfer to the Nominated Company Substitute Entity the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. (b) endorse and transfer the Concession to the Nominated CompanySubstitute Entity, on the same terms and conditions, for the residual Concession PeriodTerm; and c. (c) enter into a Substitution Agreement with the Lenders’ ' Representative and the Nominated Company Substitute Entity on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority has any objection to the transfer of Concession in favour of the Nominated Company Substitute Entity in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ ' Representative, give a reasoned order after hearing the Lenders’ ' Representative. If no such objection is raised by the Authority, the Nominated Company Substitute Entity shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 7 (fifteenseven) days of its acceptance/deemed acceptance of the Nominated CompanySubstitute Entity; provided that in the event of such objection by the Authority, the Lenders’ ' Representative may propose another Nominated Company Substitute Entity whereupon the procedure set forth in this Clause Article 3.4 shall be followed for substitution of such Nominated Company Substitute Entity in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Authority AMC and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority AMC under Clause Article 3.3.2, as the case may be, the Lenders’ ' Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company Substitute Entity upon such Nominated Company’s Substitute Entity's assumption of the liabilities and obligations of the Concessionaire towards the Authority AMC under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company Substitute Entity shall be required to fulfil fulfill the eligibility criteria that were laid down by the Authority AMC for shortlisting short listing the bidders for award of the Concession; provided that the Lenders’ ' Representative may represent to the Authority AMC that all or any of such criteria may be waived in the interest of the Project, and if the Authority AMC determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated CompanySubstitute Entity, the Lenders’ ' Representative shall request the Authority AMC to: a. (a) accede to transfer to the Nominated Company Substitute Entity the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. (b) endorse and transfer the Concession to the Nominated CompanySubstitute Entity, on the same terms and conditions, for the residual Concession Period; and c. (c) enter into a Substitution Agreement with the Lenders’ ' Representative and the Nominated Company Substitute Entity on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority AMC has any objection to the transfer of Concession in favour of the Nominated Company Substitute Entity in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ ' Representative, give a reasoned order after hearing the Lenders’ ' Representative. If no such objection is raised by the AuthorityAMC, the Nominated Company Substitute Entity shall be deemed to have been accepted. The Authority thereupon AMCthereupon shall transfer and endorse the Concession within 15 7 (fifteenseven) days of its acceptance/deemed acceptance of the Nominated CompanySubstitute Entity; provided that in the event of such objection by the AuthorityAMC, the Lenders’ ' Representative may propose another Nominated Company Substitute Entity whereupon the procedure set forth in this Clause Article 3.4 shall be followed for substitution of such Nominated Company Substitute Entity in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Concessioning Authority and the Concessionaire hereby agree that on or after the date thedate of Notice of Financial Default or the date of representation to the Authority under Concessioning Authorityunder Clause 3.3.2, as the case may be, the Senior Lenders/Senior Lenders’ Representative mayRepresentativemay, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, ,negotiate and procure offers, either by private negotiations or public auction or tenders for frompotential Selecteesfor substituting the take over Concessionaire and transfer of taking on the Project including rights and obligationsunder the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing AgreementsAgreement. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company Selectee shall be required to fulfil the eligibility criteria that were laid down by downby the Authority for shortlisting the bidders Concessioning Authorityforshortlistingthebidders for award of the Concession; provided that providedthat the Senior Lenders/ Senior Lenders’ Representative may represent to the Concessioning Authority that all or any of such criteria may be waived in the interest of the Project, and if the Concessioning Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility sucheligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated CompanySelectee, the Senior Lenders/Senior Lenders’ Representative shall request shallrequest the Concessioning Authority to: a. (a) accede to transfer to the Nominated Company Selectee the right to construct, operate rights and maintain obligations of the Project in accordance with the provisions of Concessionaire under the Concession Agreement;; and b. endorse and transfer (b) novate the Concession Agreement to the Nominated Company, on Selectee such that the same terms Selectee replaces the Concessionaire and conditionsbecomes entitled/obligated to all the rights and obligations of the Concessionaire, for the residual Concession Period; and c. enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. If the Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire.

Procedure for substitution. 3.4.1. The 3.4.1 Authority and the Concessionaire Developer hereby agree that on or after the date of Lenders’ Substitution Notice of Financial Default or the date of representation to the Authority under Clause Article 3.2.3 and/or Lenders’ Substitution Representation Article 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior LendersLenders under the Financing Agreements, invite, negotiate and procure offers, either by private negotiations or public auction or through competitive tenders for the take over and transfer of the Project including the Concession Grant to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire Developer towards the Authority under the Concession Development Agreement and towards the Senior Lenders under the Financing Agreements, subject to such Nominated Company conforming to the qualification criteria prescribed by Authority at the time of selection of the Developer. 3.4.2. To be eligible 3.4.2 The criteria for substitution in place selection of the ConcessionaireNominated Company shall be a lump sum Substitution Premium to be paid upfront to Authority by the selected party as consideration prior to execution of any agreement for the Project. The Substitution Premium shall be in addition to the Nominated Company agreeing to bear all the liabilities of the Developer in terms of the Development Agreement, Financing Agreement, letter of allotment/sub-lease deeds and contracts with the Sub-contractors which shall include but not be limited to overdue and future payments towards taxes to be paid to the Government, repayment or refunds to third parties, instalments of Lease Premium (and interests thereof) to be paid to Authority, Annual Lease Rents to be paid to Authority, liquidated damages to be paid to Authority, payment to Sub-contractors relating to the Project, expenses incurred and claims by Authority on the Project due to the Developer’s default in terms of the Development Agreement to be paid to Authority, servicing of Debt Due to the Lenders. Moreover as part of the condition of the bidding, the Nominated Company shall be required to fulfil deposit an additional minimum amount in the eligibility criteria that were laid down by Escrow Account within 30 days of its appointment as the Authority for shortlisting Nominated Company to clear all overdue amounts in respect of payments specified hereabove. The lump sum Substitution Premium may be either negative or positive depending on the bidders for award perception of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest concerned party of the Projectrights and obligations in terms of the Development Agreement, Lease Deed and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteriaFinancing Agreements. 3.4.3. 3.4.3 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority to: a. accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. endorse and (a) transfer the Concession Grant to the Nominated Company, on the same terms and conditions, for the residual Concession Periodremainder of the Term of the Development Agreement; and c. (b) enter into a new Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this the Substitution Agreement. 3.4.4. 3.4.4 If the Authority has any objection to the transfer of Concession Grant in favour of the Nominated Company in accordance with this the Substitution Agreement, it shall within 15 a period of 30 (fifteenthirty) days from the date of receipt of proposal made by the Lenders’ Representative, give a reasoned order after hearing decision as regards the Lenders’ Representativeacceptability (or objection, as the case may be) of the Nominated Company. If no such objection is raised by In the Authority, event the Nominated Company shall be deemed is acceptable to have been accepted. The Authority, Authority thereupon shall transfer and endorse the Concession Grant within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such an objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause Article 3.4 shall be followed for substitution of such Nominated Company in place of the ConcessionaireDeveloper. Provided that it is expressly agreed between the Parties hereto that in any event the process of Substitution of the Developer shall be completed within a period of 180 (one hundred and eighty ) days from the date of Lenders’ Substitution Notice or Lenders’ Substitution Representation.

Procedure for substitution. 3.4.1. The Authority Maha-Metro and the Concessionaire hereby agree that on or after the date of Lenders’ Substitution Notice of Financial Default or the date of representation to the Authority under Clause Article 3.2.3 and/or Lenders’ Substitution Representation Article 3.3.2, as the case may be, the Lenders’ Representative mayor Maha-Metro as the case may be, without prejudice to any of the other rights or remedies of the Senior LendersLenders under the Financing Agreements, invite, negotiate and procure offers, either by private negotiations or public auction or invite offers through competitive tenders for the take over and transfer of the Project including the Concession Grant to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority Maha-Metro under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. To be eligible for substitution in place , subject to such Nominated Company conforming to the qualification criteria prescribed by Maha-Metro at the time of selection of the Concessionaire. The criteria for selection of the Nominated Company shall be a lump sum Substitution Premium to be paid upfront to Maha-Metro by the selected party as consideration prior to execution of any agreement for the Project. The Substitution Premium shall be in addition to the Nominated Company agreeing to bear all the liabilities of the Concessionaire in terms of the Concession Agreement, Financing Agreement, letter of allotment/sub-lease deeds and contracts with the Sub-contractors which shall include but not be limited to overdue and future payments towards taxes to be paid to the Government, repayment or refunds to third parties, instalments of Lease Premium (and interests thereof) to be paid to Maha-Metro , Annual Concession Fees to be paid to Maha-Metro , liquidated damages to be paid to Maha-Metro, payment to Sub-contractors relating to the Project, expenses incurred and claims by Maha-Metro on the Project due to the Concessionaire’s default in terms of the Concession Agreement to be paid to Maha-Metro , servicing of Debt Due to the Lenders. Moreover as part of the condition of the bidding, the Nominated Company shall be required to fulfil deposit an additional minimum amount within 30 days of its appointment as the eligibility criteria that were laid down by Nominated Company to clear all overdue amounts in respect of payments specified hereabove. The lump sum Substitution Premium may be either negative or positive depending on the Authority for shortlisting the bidders for award perception of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest concerned party of the Projectrights and obligations in terms of the Concession Agreement, Lease Deed and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3Financing Agreements. Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority Maha-Metro to: a. accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. endorse and : transfer the Concession Grant to the Nominated Company, on the same terms and conditions, for the residual remainder of the Term of the Concession PeriodAgreement; and c. and enter into a new Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this the Substitution Agreement. 3.4.4. If the Authority Maha-Metro has any objection to the transfer of Concession Grant in favour of the Nominated Company in accordance with this the Substitution Agreement, it shall within 15 a period of 30 (fifteenthirty) days from the date of receipt of proposal made by the Lenders’ Representative, give a reasoned order after hearing decision as regards the Lenders’ Representativeacceptability (or objection, as the case may be) of the Nominated Company. If no such objection is raised by In the Authority, event the Nominated Company is acceptable to Maha-Metro, Maha-Metro shall be deemed to have been accepted. The Authority thereupon shall give acceptance transfer and endorse the Concession Grant within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such an objection by the AuthorityMaha-Metro, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause Article 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire. Provided that it is expressly agreed between the Parties hereto that in any event the process of Substitution of the Concessionaire shall be completed within a period of 180 (one hundred and eighty) days from the date of Lenders’ Substitution Notice or Lenders’ Substitution Representation. Selection to be binding The decision of Maha-Metro in selection of the Nominated Company or the approval of the Nominated Company selected by the Lenders’ Representative shall be final and binding on the Concessionaire and shall be deemed to have been made with the concurrence of the Concessionaire. The Concessionaire irrevocably agrees and waives any right to challenge the actions of the Lenders’ Representative or the Lenders or Maha-Metro taken pursuant to the Substitution Agreement including the transfer/assignment of the Grant in favour of the Nominated Company. It is hereby acknowledged by the Parties that the rights of Maha-Metro and the Lenders’ Representative are irrevocable and the Concessionaire shall have no right or remedy to prevent, obstruct or restrain Maha-Metro or the Lenders’ Representative from effecting or causing the transfer by substitution and endorsement of the Grant as requested by the Lenders’ Representative or as undertaken by Maha-Metro. No consultation, concurrence or approval with or of the Concessionaire will be required for such substitution. All actions of the Lenders’ Representative and/or Maha-Metro hereunder shall be deemed to be by and on behalf of, and expressly authorized by, the Lenders, and be binding upon them. Substitution by Nominated Company in other agreements The Concessionaire shall ensure and procure that each agreement or contract it enters with any third party in relation to the Grant contains provisions that entitle the Nominated Company to step into such agreement, in its discretion, in place and substitution of the Concessionaire in the event of such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire under the Concession Agreement. The Nominated Company shall assume the rights and obligations of the Concessionaire in all such agreements and contracts including letter of allotments and sub-lease deeds pursuant to its receiving the Grant from Maha-Metro.

Procedure for substitution. 3.4.1. 3.4.1 The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause Article 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority to: a. accede (a) Accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. endorse (b) Endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. enter (c) Enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority has any objection to the transfer of Concession in favour favor of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority shall thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause Article 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire. 3.4.5 The transfer of Concession hereunder to a Nominated Company may, notwithstanding anything to the contrary in this Agreement and the Concession Agreement, be undertaken by transfer of no less than 75% (seventy five per cent) of the equity of the Concessionaire to the Nominated Company, and upon such transfer hereunder, the Concessionaire shall be deemed to be the Nominated Company under and in accordance with the provisions of this Agreement and the Concession Agreement.

Procedure for substitution. 3.4.1. 3.4.1 The Concessioning Authority and the Concessionaire hereby agree that on or after the date thedate of Notice of Financial Default or the date of representation to the Authority under Concessioning Authorityunder Clause 3.3.2, as the case may be, the Senior Lenders/Senior Lenders’ Representative mayRepresentativemay, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, ,negotiate and procure offers, either by private negotiations or public auction or tenders for frompotential Selecteesfor substituting the take over Concessionaire and transfer of taking on the Project including rights and obligationsunder the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing AgreementsAgreement. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company Selectee shall be required to fulfil the eligibility criteria that were laid down by downby the Authority for shortlisting the bidders Concessioning Authorityforshortlistingthebidders for award of the Concession; provided that providedthat the Senior Lenders/ Senior Lenders’ Representative may represent to the Concessioning Authority that all or any of such criteria may be waived in the interest of the Project, and if the Concessioning Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility sucheligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated CompanySelectee, the Senior Lenders/Senior Lenders’ Representative shall request shallrequest the Concessioning Authority to: a. (a) accede to transfer to the Nominated Company Selectee the right to construct, operate rights and maintain obligations of the Project in accordance with the provisions of Concessionaire under the Concession Agreement;; and b. endorse and transfer (b) novate the Concession Agreement to the Nominated Company, on Selectee such that the same terms Selectee replaces the Concessionaire and conditionsbecomes entitled/obligated to all the rights and obligations of the Concessionaire, for the residual Concession Period; and c. enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Concessioning Authority has any objection to the transfer of Concession in favour of the Nominated Company ofthe Selectee in accordance with this accordancewiththis Agreement, it shall within 15 shallwithin 7 (fifteenseven) days from Daysfrom the date of proposal ofproposal made by the Senior Lenders/Senior Lenders’ Representative, give a reasoned order after orderafter hearing the Senior Lenders/Senior Lenders’ Representative. If no such objection is raised by raisedby the Concessioning Authority, the Nominated Company Selectee shall be deemed to have been accepted. The TheConcessioning Authority thereupon shall transfer and endorse novate the Concession Agreement within 15 7 (fifteen) days seven)Days of its acceptance/deemed acceptance of the Nominated CompanySelectee; provided that in the event of such objection suchobjection by the Concessioning Authority, the Senior Lenders’ Representative may propose another Nominated Company proposeanother Selectee whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution forsubstitution of such Nominated Company Selectee in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Concessioning Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Concessioning Authority under Clause 3.3.2, as the case may be, the Lenders/Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders from potential Selectees for substituting the take over Concessionaire and transfer of taking on the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities rights and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing AgreementsAgreement. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company Selectee shall be required to fulfil the eligibility criteria that were laid down by the Concessioning Authority for shortlisting the bidders for award of the Concession; provided that the Lenders/Lenders’ Representative may represent to the Concessioning Authority that all or any of such criteria may be waived in the interest of the Project, and if the Concessioning Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated CompanySelectee, the Lenders/Lenders’ Representative shall request the Concessioning Authority to: a. accede to transfer to the Nominated Company Selectee the right to construct, operate rights and maintain obligations of the Project in accordance with the provisions of Concessionaire under the Concession Agreement;; and b. endorse and transfer novate the Concession Agreement to the Nominated Company, on Selectee such that the same terms Selectee replaces the Concessionaire and conditionsbecomes entitled/obligated to all the rights and obligations of the Concessionaire, for the residual Concession Period; and c. enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Concessioning Authority has any objection to the transfer of Concession in favour of the Nominated Company Selectee in accordance with this Agreement, it shall within 15 7 (fifteenseven) days Days from the date of proposal made by the Lenders/Lenders’ Representative, give a reasoned order after hearing the Lenders/Lenders’ Representative. If no such objection is raised by the Concessioning Authority, the Nominated Company Selectee shall be deemed to have been accepted. The Concessioning Authority thereupon shall transfer and endorse novate the Concession Agreement within 15 7 (fifteenseven) days Days of its acceptance/deemed acceptance of the Nominated CompanySelectee; provided that in the event of such objection by the Concessioning Authority, the Lenders’ Representative may propose another Nominated Company Selectee whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company Selectee in place of the Concessionaire.

Procedure for substitution. 3.4.1. 1.4.1 The Concessioning Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Concessioning Authority under Clause 3.3.2, as the case may be, the Lenders/Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Lenders/ Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company Selectee upon such Nominated Company’s Selectees assumption of the liabilities and the obligations of the Concessionaire from towards the Concessioning Authority under the Concession Agreement and towards the Senior Lenders under the Financing AgreementsDocuments. 3.4.2. 1.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company Selectee shall be required to fulfil fulfill the eligibility criteria that were laid down by the Concessioning Authority for shortlisting the bidders for award of the Concession; provided that the Lenders/Lenders’ Representative may represent to the Concessioning Authority that all or any of such criteria may be waived in the interest of the Project, and if the Concessioning Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 1.4.3 Upon selection of a Nominated CompanySelectee, the Lenders/Xxxxxxx’ Representative shall request the Concessioning Authority to: a. a) accede to transfer to the Nominated Company Selectee the right rights and obligations including but not limited to construct, operate and maintain the Project in accordance with the provisions Concession Agreement, of the Concessionaire under the Concession Agreement;; and b. b) endorse and transfer the Concession, Concession Agreement to the Nominated Company, Selectee on the same terms and conditions, for the residual Concession Period; and c. c) enter into a Substitution the substitution Agreement with the Lenders/Xxxxxxx’ Representative and the Nominated Company Selectee on the same terms as are contained in this Agreement. 3.4.4. 1.4.4 If the Concessioning Authority has any objection to the transfer of Concession in favour of the Nominated Company Selectee in accordance with this Agreement, it shall within 15 (fifteen15(fifteen ) days Days from the date of proposal made by the Lenders/Xxxxxxx’ Representative, give a reasoned order after hearing the Lenders/Xxxxxxx’ Representative. If no such objection is raised by the Concessioning Authority, the Nominated Company Selectee shall be deemed to have been accepted. The Concessioning Authority thereupon shall transfer transfer, endorse and endorse novate the Concession Agreement within 15 (fifteen) days Days of its acceptance/deemed acceptance of the Nominated CompanySelectee; provided that in the event of such objection by the Concessioning Authority, the Lenders’ Representative may propose another Nominated Company Selectee whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company Selectee in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ Lenders‟ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project Healthcare Network including the Concession to the Nominated Company upon such Nominated Company’s Company‟s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Lenders‟ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated Company, the Lenders’ Lenders‟ Representative shall request the Authority to: a. (a) accede to transfer to the Nominated Company the right to construct, operate and maintain the Project Healthcare Network in accordance with the provisions of the Concession Agreement; b. (b) endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. (c) enter into a Substitution Agreement with the Lenders’ Lenders‟ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Lenders‟ Representative, give a reasoned order after hearing the Lenders’ Lenders‟ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Lenders‟ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Concessioning Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Concessioning Authority under Clause 3.3.2, as the case may be, the Lenders/Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Lenders/ Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company Selectee upon such Nominated Company’s Selectees assumption of the liabilities and the obligations of the Concessionaire from towards the Concessioning Authority under the Concession Agreement and towards the Senior Lenders under the Financing AgreementsDocuments. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company Selectee shall be required to fulfil fulfill the eligibility criteria that were laid down by the Concessioning Authority for shortlisting the bidders for award of the Concession; provided that the Lenders/Lenders’ Representative may represent to the Concessioning Authority that all or any of such criteria may be waived in the interest of the Project, and if the Concessioning Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated CompanySelectee, the Lenders/Xxxxxxx’ Representative shall request the Concessioning Authority to: a. (a) accede to transfer to the Nominated Company Selectee the right rights and obligations including but not limited to construct, operate and maintain the Project in accordance with the provisions Concession Agreement, of the Concessionaire under the Concession Agreement;; and b. endorse (b) endorse, transfer and transfer novate the Concession, Concession Agreement to the Nominated Company, Selectee on the same terms and conditions, for the residual Concession Period; and c. (c) enter into a Substitution the substitution Agreement with the Lenders/Xxxxxxx’ Representative and the Nominated Company Selectee on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Concessioning Authority has any objection to the transfer of Concession in favour of the Nominated Company Selectee in accordance with this Agreement, it shall within 15 (fifteen15(fifteen ) days Days from the date of proposal made by the Lenders/Xxxxxxx’ Representative, give a reasoned order after hearing the Lenders/Xxxxxxx’ Representative. If no such objection is raised by the Concessioning Authority, the Nominated Company Selectee shall be deemed to have been accepted. The Concessioning Authority thereupon shall transfer transfer, endorse and endorse novate the Concession Agreement within 15 (fifteen) days Days of its acceptance/deemed acceptance of the Nominated CompanySelectee; provided that in the event of such objection by the Concessioning Authority, the Lenders’ Representative may propose another Nominated Company Selectee whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company Selectee in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Authority for shortlisting the bidders for award of the Concession; provided that the Lenders’ Representative may represent to the Authority that all or any of such criteria may be waived in the interest of the Project, and if the Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Authority to: a. (a) accede to transfer to the Nominated Company the right to construct, operate construct and maintain the Project in accordance with the provisions of the Concession Agreement; b. (b) endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. (c) enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Authority, the Nominated Company shall be deemed to have been accepted. The the Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire.

Procedure for substitution. 3.4.1. 3.4.1 The Concessioning Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Concessioning Authority under Clause 3.3.23.3, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project Facilities including the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards the Concessioning Authority under the Concession Agreement and towards the Senior Lenders under the Financing Agreements. 3.4.2. 3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company shall be required to fulfil the eligibility criteria that were laid down by the Concessioning Authority for shortlisting the bidders for award of the Concession; Concession provided that the Lenders’ Representative may represent to the Concessioning Authority that all or any of such criteria may be waived in the interest of the Project, and if the Concessioning Authority determines that such waiver shall not have any material adverse effect Material Adverse Effect on the Project, it may waive all or any of such eligibility criteria. 3.4.3. 3.4.3 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Concessioning Authority to: a. (a) accede to transfer to the Nominated Company the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement; b. (b) endorse and transfer the Concession to the Nominated Company, on the same terms and conditions, for the residual Concession Period; and c. (c) enter into a Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in this Agreement. 3.4.4. 3.4.4 If the Concessioning Authority has any objection to the transfer of Concession in favour of the Nominated Company in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders’ Representative, give a reasoned order after hearing the Lenders’ Representative. If no such objection is raised by the Concessioning Authority, the Nominated Company shall be deemed to have been accepted. The Concessioning Authority thereupon shall transfer and endorse the Concession within 15 (fifteen) days of its acceptance/deemed acceptance of the Nominated Company; provided that in the event of such objection by the Concessioning Authority, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be followed for substitution of such Nominated Company company in place of the Concessionaire.