Common use of Termination due to Event of Default Clause in Contracts

Termination due to Event of Default. 28.1. Termination for Operator’s Event of Default a. Without prejudice to any other rights or remedies, which the Authority may have under this Agreement, upon occurrence of an Operator Event of Default, the Authority shall be entitled to terminate this Agreement by issuing a Termination Notice to the Operator; provided that before issuing the Termination Notice, the Authority shall by a notice inform the Operator of its intention to issue such Termination Notice and grant [15 (fifteen) days] or such other reasonable period as the Authority deems fit at its sole discretion to the Operator to remedy the default (“Remedial Period”) and/or make representations, and may after the expiry of such Remedial Period on non remedy of breach/default to the satisfaction of the Authority, whether or not it is in receipt of such representation, issue Termination Notice and then terminate the Agreement. b. In the event of termination for an Operator Event of Default, the Authority shall: i. Be entitled to invoke and retain the Performance Security amount in full; ii. Takeover peaceful possession without any Encumbrance of all Contracted Buses, Bus Depots, Terminals, and/or Parking provided to the Operator; and iii. Refund the Upfront Contribution made by the Operator till the date of termination, to the Authority in the table below after deduction of any payment due to the Authority; 1st year of the Contract Period of N year 100% 2nd year of the Contract Period of N year 100%- (100%/N) = X N year of the Contract Period X - (100%/N) = Y 28.2. Termination for Authority’s Event of Default a. Without prejudice to any other right or remedies which the Operator may have under this Agreement, upon occurrence of Authority’s Event of Default, the Operator shall be entitled to terminate this Agreement by issuing a Termination Notice to the Authority; provided that before issuing the Termination Notice, the Operator shall by a notice inform the Authority of its intention to issue such Termination Notice and grant [15 (fifteen) days or reasonable period to the Authority to remedy the default and/or make representations, and may after the expiry of such Remedial Period on non remedy of breach/default, issue a Termination Notice. b. Upon Termination of this Agreement on account of Authority’s Event of Default, the Authority shall: i. Refund/ release of performance security [if still subsisting] in full provided there are no outstanding dues off the Authority on the Operator ii. Pay any sum due and payable as the Operation Payment by 57Drafting Note: The calculation has been illustrated as follows with assumption of Contract Period being 9 years;

Termination due to Event of Default. 28.1. Termination for Operator’s Event of DefaultTERMINATION FOR CONCESSIONAIRE EVENT OF DEFAULT a. (1) Without prejudice to any other rights right or remedies, remedy which the Authority NMMT may have in respect thereof under this Agreement, upon the occurrence of an Operator a Concessionaire Event of Default, the Authority shall NMMT shall, be entitled to terminate this Agreement by issuing a Termination Notice to the Operator; Concessionaire, provided that before issuing the Termination Notice, the Authority NMMT shall by a notice in writing inform the Operator Concessionaire of its intention to issue such the Termination Notice and grant [15 (fifteen) days] or such other reasonable period as Notice(the "Preliminary Notice"). In case the Authority deems fit at its sole discretion to the Operator to remedy the default (“Remedial Period”) and/or make representations, and may after the expiry of such Remedial Period on non remedy of underlying breach/default to the satisfaction is not cured within a period of the Authority, whether or not it is in receipt of such representation, issue Termination Notice and then terminate the Agreement. b. In the event of termination for an Operator Event of Default, the Authority shall: i. Be entitled to invoke and retain the Performance Security amount in full; ii. Takeover peaceful possession without any Encumbrance of all Contracted Buses, Bus Depots, Terminals, and/or Parking provided to the Operator; and iii. Refund the Upfront Contribution made by the Operator till 60(sixty) days from the date of termination, to the Authority in the table below after deduction of any payment due to the Authority; 1st year of the Contract Period of N year 100% 2nd year of the Contract Period of N year 100%- (100%/NPreliminary Notice(Cure Period) = X N year of the Contract Period X - (100%/N) = Y 28.2. Termination for Authority’s Event of Default a. Without prejudice to any other right or remedies which the Operator may have under this Agreement, upon occurrence of Authority’s Event of Default, the Operator NMMT shall be entitled to terminate this Agreement by issuing a Termination Notice to the Authority; provided that before issuing the Termination Notice. Provided further, that (a) if the Operator default is not cured within 30(thirty) days of the Preliminary Notice, NMMT shall by be entitled to encash the Performance Security with a notice inform to the Authority Concessionaire (Encashment Notice); (b) if the default is not cured within 30(thirty) days of its intention the Encashment Notice and a fresh Performance Security is not furnished within the same period in accordance with Article 3.2, NMMT is entitled to issue such Termination Notice and grant [15 (fifteen) days or reasonable period to the Authority to remedy the default and/or make representations, and may after the expiry of such Remedial Period on non remedy of breach/default, issue a Termination Notice. b. Upon Termination (2) The following shall apply in respect of cure of any of the defaults and/or breaches of this Agreement on account of Authority’s Event of Default, the Authority shallAgreement: i. Refund/ release (i) The Cure Period provided in this Agreement shall not relieve the Concessionaire from liability for damages caused by its breach or default; (ii) The Cure Period shall not in any way be extended by any period of performance security [if still subsisting] in full provided there are no outstanding dues off suspension under this Agreement; (iii) If the Authority on cure of any breach by the Operator ii. Pay Concessionaire requires any sum due and payable as reasonable action by the Operation Payment Concessionaire that must be approved by 57Drafting Note: The calculation has been illustrated as follows with assumption of Contract NMMT or any Government Agency hereunder the applicable Cure Period being 9 years;shall be extended by the period taken by NMMT or the Government Agency to accord the required approval.

Termination due to Event of Default. 28.1. (a) Termination for Operator’s licensee Event of Default a. (i) Without prejudice to any other rights right or remedies, remedy which the Authority EDMC may have in respect thereof under this Agreement, upon the occurrence of an Operator a licensee Event of Default, EDMC shall, be entitled to terminate this Agreement in the Authority manner as set out under Clause 9.2 (a) (iii). Provided however that upon the occurrence of a licensee Event of Default as specified under Clause 9.2 (a) (iii), EDMC may terminate this Agreement by issue of termination Notice in the manner set out under Clause 9.2 (c). (ii) If EDMC decides to terminate this Agreement pursuant to preceding clause (i), it shall in the first instance issue Preliminary Notice to the licensee. Within thirty (30) days of receipt of the Preliminary Notice, the licensee shall submit to EDMC in sufficient detail and if applicable the manner in which interalia it proposes to cure the underlying Event of Default (the “licensee’s Proposal to Rectify”). The same shall be reasonably considered by EDMC. In case of non- submission of the licensee’s Proposal to Rectify within the said period of 30 days, EDMC shall be entitled to terminate this Agreement by issuing a Termination Notice to the Operator; provided that before issuing the Termination Notice, the Authority shall by a notice inform the Operator of its intention and to issue such Termination Notice appropriate and grant [15 (fifteen) days] or such other reasonable period as the Authority deems fit at its sole discretion to the Operator to remedy the default (“Remedial Period”) and/or make representationsPerformance Security, and may after the expiry of such Remedial Period on non remedy of breach/default to the satisfaction of the Authority, whether or not it is in receipt of such representation, issue Termination Notice and then terminate the Agreementif subsisting. b. (iii) In case the event licensee has made a Proposal to rectify is submitted within the period stipulated therefore, the licensee shall have further period of termination for an Operator 30 days to remedy/cure the underlying Event of Default. If, however the Authority shall: i. Be entitled licensee fails to invoke and retain remedy/cure the Performance Security amount in full; ii. Takeover peaceful possession without any Encumbrance of all Contracted Buses, Bus Depots, Terminals, and/or Parking provided to the Operator; and iii. Refund the Upfront Contribution made by the Operator till the date of termination, to the Authority in the table below after deduction of any payment due to the Authority; 1st year of the Contract Period of N year 100% 2nd year of the Contract Period of N year 100%- (100%/N) = X N year of the Contract Period X - (100%/N) = Y 28.2. Termination for Authority’s underlying Event of Default a. Without prejudice . If, however the licensee fails to any other right or remedies which remedy/cure the Operator may have under this Agreement, upon occurrence of Authority’s underlying Event of DefaultDefault within such further period allowed, the Operator EDMC shall be entitled to terminate this Agreement Agreement, by issuing a Termination Notice to the Authority; provided that before issuing the Termination Notice, the Operator shall by a notice inform the Authority issue of its intention to issue such Termination Notice and grant [15 (fifteen) days or reasonable period to appropriate the Authority to remedy the default and/or make representationsPerformance Security, and may after the expiry of such Remedial Period on non remedy of breach/default, issue a Termination Noticeif subsisting. b. Upon Termination of this Agreement on account of Authority’s Event of Default, the Authority shall: i. Refund/ release of performance security [if still subsisting] in full provided there are no outstanding dues off the Authority on the Operator ii. Pay any sum due and payable as the Operation Payment by 57Drafting Note: The calculation has been illustrated as follows with assumption of Contract Period being 9 years;

Termination due to Event of Default. 28.1. (a) Termination for Operator’s lessee Event of Default a. (i) Without prejudice to any other rights right or remedies, remedy which the Authority EDMC may have in respect thereof under this Agreement, upon the occurrence of an Operator a lessee Event of Default, EDMC shall, be entitled to terminate this Agreement in the Authority manner as set out under Clause 9.2 (a) (iii). Provided however that upon the occurrence of a lessee Event of Default as specified under Clause 9.2 (a) (iii), EDMC may terminate this Agreement by issue of termination Notice in the manner set out under Clause 9.2 (c). (ii) If EDMC decides to terminate this Agreement pursuant to preceding clause (i), it shall in the first instance issue Preliminary Notice to the lessee. Within thirty (30) days of receipt of the Preliminary Notice, the lessee shall submit to EDMC in sufficient detail and if applicable the manner in which interalia it proposes to cure the underlying Event of Default (the “lessee’s Proposal to Rectify”). The same shall be reasonably considered by EDMC. In case of non- submission of the lessee’s Proposal to Rectify within the said period of 30 days, EDMC shall be entitled to terminate this Agreement by issuing a Termination Notice to the Operator; provided that before issuing the Termination Notice, and to appropriate the Authority shall by a notice inform the Operator of its intention to issue such Termination Notice and grant [15 (fifteen) days] or such other reasonable period as the Authority deems fit at its sole discretion to the Operator to remedy the default (“Remedial Period”) and/or make representationsPerformance Security, and may after the expiry of such Remedial Period on non remedy of breach/default to the satisfaction of the Authority, whether or not it is in receipt of such representation, issue Termination Notice and then terminate the Agreementif subsisting. b. (iii) In case the event lessee has made a Proposal to rectify is submitted within the period stipulated therefore, the lessee shall have further period of termination for an Operator 30 days to remedy/cure the underlying Event of Default. If, however the Authority shall: i. Be entitled lessee fails to invoke and retain remedy/cure the Performance Security amount in full; ii. Takeover peaceful possession without any Encumbrance of all Contracted Buses, Bus Depots, Terminals, and/or Parking provided to the Operator; and iii. Refund the Upfront Contribution made by the Operator till the date of termination, to the Authority in the table below after deduction of any payment due to the Authority; 1st year of the Contract Period of N year 100% 2nd year of the Contract Period of N year 100%- (100%/N) = X N year of the Contract Period X - (100%/N) = Y 28.2. Termination for Authority’s underlying Event of Default a. Without prejudice to any other right or remedies which the Operator may have under this AgreementDefault within such further period allowed, upon occurrence of Authority’s Event of Default, the Operator EDMC shall be entitled to terminate this Agreement Agreement, by issuing a Termination Notice to the Authority; provided that before issuing the Termination Notice, the Operator shall by a notice inform the Authority issue of its intention to issue such Termination Notice and grant [15 (fifteen) days or reasonable period to appropriate the Authority to remedy the default and/or make representationsPerformance Security, and may after the expiry of such Remedial Period on non remedy of breach/default, issue a Termination Noticeif subsisting. b. Upon Termination of this Agreement on account of Authority’s Event of Default, the Authority shall: i. Refund/ release of performance security [if still subsisting] in full provided there are no outstanding dues off the Authority on the Operator ii. Pay any sum due and payable as the Operation Payment by 57Drafting Note: The calculation has been illustrated as follows with assumption of Contract Period being 9 years;

Termination due to Event of Default. 28.1. (a) Termination for Operator’s Concessionaire‟s Event of Default a. (i) Without prejudice to any other rights right or remedies, remedy which the Authority State Govt. may have in respect thereof under this Agreement, Agreement and subject to the existing rights of the Lenders upon the occurrence of an Operator a Concessionaire‟s Event of Default, State Govt. shall be entitled to Terminate this Agreement in the Authority manner as set out under Clause 30.3(a)(ii) and Clause 30.3(a)(iii), (ii) If State Govt. decides to terminate this Agreement pursuant to preceding sub-clause (i), it shall in the first instance issue Preliminary Notice to Concessionaire. Within [ thirty (30) ] days of receipt of the Preliminary Notice, Concessionaire shall submit to State Govt. in sufficient detail, the manner in which it proposes to cure the underlying Event of Default ("Concessionaire’s Proposal to Rectify"). In case of non-submission of Concessionaire‟s Proposal of Rectify within the said period of 30 days. State Govt. shall be entitled to terminate this Agreement by issuing a Termination Notice to the Operator; provided that before issuing the Termination Notice, if subsisting. (iii) If the Authority Concessionaire Proposal to Rectify is submitted within the period stipulate therefore, Concessionaire shall by a notice inform the Operator have further period of its intention to issue such Termination Notice and grant [15 (fifteen) days] or such other reasonable period as the Authority deems fit at its sole discretion to the Operator 30 days to remedy / cure the default (“Remedial Period”) and/or make representations, and may after the expiry of such Remedial Period on non remedy of breach/default to the satisfaction of the Authority, whether or not it is in receipt of such representation, issue Termination Notice and then terminate the Agreement. b. In the event of termination for an Operator underlying Event of Default. If, however Concessionaire fails to remedy/cure the Authority shall: i. Be entitled to invoke and retain the Performance Security amount in full; ii. Takeover peaceful possession without any Encumbrance of all Contracted Buses, Bus Depots, Terminals, and/or Parking provided to the Operator; and iii. Refund the Upfront Contribution made by the Operator till the date of termination, to the Authority in the table below after deduction of any payment due to the Authority; 1st year of the Contract Period of N year 100% 2nd year of the Contract Period of N year 100%- (100%/N) = X N year of the Contract Period X - (100%/N) = Y 28.2. Termination for Authority’s underlying Event of Default a. Without prejudice to any other right or remedies which the Operator may have under this Agreement, upon occurrence of Authority’s Event of Default, the Operator Default within such further period allowed State Govt. shall be entitled to terminate this Agreement by issuing a Termination Notice to the Authority; provided that before issuing the issue of Termination Notice, the Operator shall by a notice inform the Authority of its intention to issue such Termination Notice and grant [15 (fifteen) days or reasonable period to the Authority to remedy the default and/or make representations, and may after the expiry of such Remedial Period on non remedy of breach/default, issue a Termination Noticeif subsisting. b. Upon Termination of this Agreement on account of Authority’s Event of Default, the Authority shall: i. Refund/ release of performance security [if still subsisting] in full provided there are no outstanding dues off the Authority on the Operator ii. Pay any sum due and payable as the Operation Payment by 57Drafting Note: The calculation has been illustrated as follows with assumption of Contract Period being 9 years;

Termination due to Event of Default. 28.1. (a) Termination for Operator’s Concessionaire Event of Default a. (1) Without prejudice to any other rights right or remedies, remedy which the Authority may BRBNmay have in respect thereof under this Agreement, upon the occurrence of an Operator a Concessionaire Event of Default, BRBNshall, subject to the Authority shall provisions of the Substitution Agreement, be entitled to terminate this Agreement by issuing a Termination Notice to the Operator; Concessionaire, provided that before issuing the Termination Notice, the Authority shall BRBNshall by a notice in writing inform the Operator Concessionaire of its intention to issue such the Termination Notice and grant [15 (fifteenthe "Preliminary Notice"). In case the underlying breach/default is not cured within a period of 60(sixty) days] or such other reasonable period as days from the Authority deems fit at its sole discretion to date of the Operator to remedy Preliminary Notice (the default (“Remedial Cure Period”) and/or make representationsBRBNshall be entitled, and may after the expiry of such Remedial Period on non remedy of breach/default to the satisfaction of the Authority, whether or not it is in receipt of such representation, issue Termination Notice and then terminate the Agreement. b. In the event of termination for an Operator Event of Default, the Authority shall: i. Be entitled to invoke and retain the Performance Security amount in full; ii. Takeover peaceful possession without any Encumbrance of all Contracted Buses, Bus Depots, Terminals, and/or Parking provided to the Operator; and iii. Refund the Upfront Contribution made by the Operator till the date of termination, to the Authority in the table below after deduction of any payment due to the Authority; 1st year of the Contract Period of N year 100% 2nd year of the Contract Period of N year 100%- (100%/N) = X N year of the Contract Period X - (100%/N) = Y 28.2. Termination for Authority’s Event of Default a. Without prejudice to any other right or remedies which the Operator may have under this Agreement, upon occurrence of Authority’s Event of Default, the Operator shall be entitled to terminate this Agreement by issuing a Termination Notice to the Authority; provided that before issuing the Termination Notice. Provided further, that (a) if the Operator shall by default is not cured within 30(thirty) days of the Preliminary Notice, BRBNshall be entitled to encash the Performance Security with a notice inform to the Authority Concessionaire (the “Encashment Notice”), (b) if the default is not cured within 30(thirty) days of its intention the Encashment Notice and a fresh Performance Security is not furnished within the same period in accordance with Article 7.2, BRBNshall subject to the provisions of the Substitution Agreement be entitled to issue such Termination Notice and grant [15 (fifteen) days or reasonable period to the Authority to remedy the default and/or make representations, and may after the expiry of such Remedial Period on non remedy of breach/default, issue a Termination Notice. b. Upon Termination (2) The following shall apply in respect of cure of any of the defaults and/or breaches of this Agreement on : (i) The Cure Period provided in this Agreement shall not relieve the Concessionaire from liability for damages caused by its breach or default; (ii) The Cure Period shall not in any way be extended by any period of suspension under this Agreement; (iii) If the cure of any breach by the Concessionaire requires any reasonable action by Concessionaire that must be approved by BRBNor the Government Agency hereunder the applicable Cure Period shall be extended by the period taken by BRBNor the Government Agency to accord the required approval. (3) Upon Termination by BRBNon account of Authority’s occurrence of a Concessionaire Event of DefaultDefault during the Operations Period, the Authority shall: i. Refund/ release BRBNshall pay to the Concessionaire by way of performance security [Termination Payment an amount equal to 90% of the Debt Due less pending insurance claims, if still subsisting] any. Provided, however, that in full provided there the event of such insurance claims or any part thereof are no outstanding dues off not admitted and paid, the Authority on the Operator ii. Pay any Concessionaire shall be entitled to receive from BRBNfurther sum due and payable as the Operation Payment by 57Drafting Note: The calculation has been illustrated as follows with assumption equal to 80%(eighty percent) of Contract Period being 9 years;amount of such claims not admitted.