Common use of Termination Payment Clause in Contracts

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon As soon as practicable after an Early Termination on account of a Concessionaire Default occurring after COD of Bus Terminal Date is declared, the Authority Non- Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Power Purchase Agreement, less any amounts owed by the Non-Defaulting Party to the Defaulting Party (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the ConcessionaireNon-Defaulting Party within ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non-Defaulting Party shall pay such amount to the Defaulting Party within thirty (30) days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation and arbitration as provided in Article Twelve. In the event that a Party is to receive a Termination Payment for an Early Termination Date (by way determination of an Arbitrator or otherwise), such Termination Payment, an amount equal to: (a) 55% (fifty five per cent) once paid in full and credited to the account of the Debt Due less Insurance Cover; Provided receiving Party, shall be the sole and exclusive remedy for the breach that if any insurance claims forming part was the basis of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) designation of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges Early Termination Date and for any obligation that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaiddoes not survive termination; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary nothing in this Agreement, but subject Section 6.03 shall limit either Party’s right to the provisions of Clause 33.3.4, in the event enforce any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (obligations which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination survive termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwisePower Purchase Agreement.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of (i) The “Termination Payment, ” shall be an amount equal to: to (aA) 55% (fifty five per cent) the Executive’s annual base salary immediately prior to the termination of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Executive’s employment plus (B) the Executive’s target annual bonus under the Company’s Senior Management Bonus Plan for the year in which the termination of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt DueExecutive’s employment occurs. For the avoidance of doubt, the Concessionaire hereby acknowledges that no The Termination Payment shall be due or payable paid to the Executive in cash equivalent on account the first day of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultthe seventh (7th) month following the month in which the Separation from Service occurs, and in such event, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to be accompanied by a payment of interest calculated using the Concessionaire within 15 (fifteen) days annual rate of a demand being made interest announced by the Concessionaire Federal Reserve Board (or any successor thereto) from time to time as the Authority with “federal funds rate”, such rate to be determined on the necessary particularsdate of the Executive’s termination of employment, compounded quarterly. Such lump sum payment shall not be reduced by any present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive’s release of any rights of the Executive to, any other cash severance payments under any Company severance policy, practice or agreement. (ii) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company or its Affiliates (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this Section 9(c)(ii), result in the imposition on the Executive of an excise tax under Code Section 4999 (the “Excise Tax”), then the Total Payments to be made to the Executive shall either be (A) delivered in full, or (B) delivered in the greatest amount such that no portion of such Total Payment would be subject to the Excise Tax, whichever of the foregoing results in the receipt by the Authority Executive of the greatest benefit on an after-tax basis (taking into account the applicable federal, state and local income taxes and the Excise Tax). (iii) Within forty (40) days following a Covered Termination or notice by the Company to the Executive of its belief that there is a payment obligations or benefit due the Executive which will result in respect thereof hereunder. 33.3.4 Upon Termination on expiry an “excess parachute payment”, the Executive and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Concession Base Period by efflux Income, (B) the amount and present value of timeTotal Payments, no (C) the amount and present value of any excess parachute payments determined without regard to any reduction of the Total Payments pursuant to Section 9(c)(ii), and (D) the net after-tax proceeds to the Executive, taking into account the tax imposed under Code Section 4999 if (X) the Total Payments were reduced in accordance with Section 9(c)(ii) or (Y) the Total Payments were not so reduced. If such National Tax Counsel opinion determines that Section 9(c)(ii)(B) above applies, then the Termination Payment hereunder or any other payment or benefit determined by such counsel to be includable in Total Payments shall be due reduced or eliminated so that under the bases of calculations set forth in such opinion there will be no excess parachute payment. In such event, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (1) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and payable (3) cash payments shall be reduced prior to the Concessionairenon-cash benefits; provided that if the foregoing order of reduction or elimination would violate Code Section 409A, then the reduction shall be made pro rata among the payments or benefits included in the event any Project Assets, essential for Total Payments (on the efficient, economic and safe operation basis of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent relative present value of the Authority parachute payments). For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Section 280G(d)(3) and (which consent shall not be unreasonably denied), a payment equal to 80% 4) (eighty per centor any successor provisions) of the adjusted depreciated value Code, which determination shall be evidenced in a certificate of such Project Assets shallauditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this Section 9(c)(iii), notwithstanding the provisions Executive and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of Clause 33.4.1, a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be made received by the Authority Executive solely with respect to its status under Section 280G of the ConcessionaireCode and the regulations thereunder. 33.3.5 Notwithstanding anything (iv) For purposes of this Agreement, (A) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G (or any successor provision) of the contrary Code and such “parachute payments” shall be valued as provided therein; (B) present value shall be calculated in accordance with Section 280G(d)(4) (or any successor provision) of the Code; and (C) the Executive shall be deemed to pay federal income tax and employment taxes at the Executive’s actual marginal rate of federal income and employment taxation, and state and local income taxes at the Executive’s actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 9(c)(iii) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. As used in this Agreement, but subject the term “Base Period Income” means an amount equal to the provisions of Clause 33.3.4, in the event any Project Assets, essential Executive’s “annualized includable compensation for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th base period” as defined in Section 280G(d)(1) (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per centor any successor provision) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination PaymentCode. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of (i) The “Termination Payment, ” shall be an amount equal to: to (aA) 55% (fifty five per cent) the Executive’s annual base salary immediately prior to the termination of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Executive’s employment plus (B) the Executive’s target annual bonus under the Company’s Senior Management Bonus Plan for the year in which the termination of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt DueExecutive’s employment occurs. For the avoidance of doubt, the Concessionaire hereby acknowledges that no The Termination Payment shall be due or payable paid to the Executive in cash equivalent on account the first day of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultthe seventh (7th) month following the month in which the Separation from Service occurs, and in such event, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to be accompanied by a payment of interest calculated using the Concessionaire within 15 (fifteen) days annual rate of a demand being made interest announced by the Concessionaire Federal Reserve Board (or any successor thereto) from time to time as the Authority with “federal funds rate”, such rate to be determined on the necessary particularsdate of the Executive’s termination of employment, compounded quarterly. Such lump sum payment shall not be reduced by any present value or similar factor, and in the event of any delay, the Authority Executive shall pay interest at a rate equal not be required to 3% (three per cent) above the Bank Rate on mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute full discharge the Executive’s release of any rights of the Executive to, any other cash severance payments under any Company severance policy, practice or agreement. (ii) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” as defined in Section 280G (or any successor provision) of the Code, then the Company shall pay the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Authority Executive after deduction of its payment obligations any excise tax imposed under Section 4999 (or any successor provision) of the Code and any interest charges or penalties in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period imposition of such excise tax (collectively, the “Excise Tax”) (but not any federal, state or local income tax, or employment tax) on the Total Payments, and any federal, state and local income tax, employment tax, and excise tax upon the payment provided for by efflux this Section 9(c)(ii), shall be equal to the Total Payments. For purposes of timedetermining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The Company shall pay the Gross-Up Payment on the first day of the seventh (7th) month following the month in which the Separation from Service occurs. Notwithstanding the foregoing, if the Executive is required to pay the excise tax imposed under Section 4999 of the Code prior to the payment date for the Gross-Up Payment describe hereinabove (such as, for instance, because other payments due to the Executive without regard to this Agreement cause the excise tax to be due), then the Company shall promptly (but in no Termination event later than the end of the calendar year following the year in which the Executive remits such taxes) reimburse the Executive for the amount of excise taxes paid by the Executive under Section 4999 of the Code, plus an amount equal to the additional taxes imposed on the Executive due to the Company’s reimbursement of the excise tax and such additional taxes. In such event, the Gross-Up Payment, if any, shall be reduced by such prior payment. Notwithstanding the foregoing, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Total Payments would not be subject to the Excise Tax if the Total Payments were reduced by an amount that is less than 10% of the Total Payments that would be treated as “parachute payments” under Section 280G (or any successor provision) of the Code, then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment shall be due and payable made to the Concessionaire; provided that in Executive. For purposes of reducing the event any Project AssetsTotal Payments to the Safe Harbor Cap, essential for only amounts payable under this Agreement (and no other Total Payments) shall be reduced. If the efficient, economic and safe operation reduction of the Bus Terminalamounts payable hereunder would not result in a reduction of the Total Payments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuant to this provision. (iii) For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority meanings assigned to them in Section 280G (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centor any successor provision) of the adjusted depreciated Code and such “parachute payments” shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) (or any successor provision) of the Code. Promptly following a Covered Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an “excess parachute payment” as defined in Section 280G of the Code (or any successor provision), the Executive and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent auditors and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of such Project Assets shallTotal Payments, notwithstanding (C) the provisions amount and present value of Clause 33.4.1any excess parachute payments, be made by and (D) the Authority amount of any Gross-Up Payment or the reduction of any Total Payments to the Concessionaire. 33.3.5 Notwithstanding anything to Safe Harbor Cap, as the contrary case may be. As used in this Agreement, but subject the term “Base Period Income” means an amount equal to the provisions of Clause 33.3.4, in the event any Project Assets, essential Executive’s “annualized includable compensation for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th base period” as defined in Section 280G(d)(1) (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per centor any successor provision) of the Adjusted Depreciated Value thereof Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be deemed determined by the Company’s independent auditors in accordance with the principles of Section 280G(d)(3) and (4) (or any successor provisions) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this Section 9(c)(iii), the Executive and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be Debt Due for received by the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment Executive solely with respect to its status under this Article 33 shall constitute a full and final settlement of all claims Section 280G of the Concessionaire on account of Termination of this Agreement for any reason whatsoever Code and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseregulations thereunder.

Termination Payment. 33.3.1 30.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 5590% (fifty five ninety per cent) of the Debt Due less Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 30.3.2 Upon Termination on account of Authority’s a MOR Default, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and; (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 (c) 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment.] 30.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 45 (fifteenforty five) days of a demand being made by the Concessionaire to the Authority MOR with the necessary particulars, and in the event of any delay, the Authority MOR shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority MOR of its payment obligations in respect thereof hereunder. 33.3.4 30.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th 15th (fifteenth) anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a payment Termination Payment equal to 80% (eighty per cent) of the adjusted depreciated value Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.130.4.1, be made by the Authority MOR to the Concessionaire. 33.3.5 30.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.430.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th [15th (twentieth) fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 30.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 30 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon (a) In consideration for the Termination on account and the other promises, undertakings and releases of a Concessionaire Default occurring after COD of Bus Terminal the Manager hereunder, the Authority Company shall pay to the ConcessionaireManager the termination fee amount of $20,300,000 (the “Termination Payment”), payable in a lump sum cash payment on the Closing Date, subject to the Manager’s compliance with the terms and conditions of the Management Agreement (including, for the avoidance of doubt, as amended by way this Amendment). The Termination Payment shall be deemed (i) to constitute, and shall in all respects satisfy all obligations with respect to, the “Termination Fee” (as defined by the Management Agreement), and (ii) to be the aggregate unpaid Management Fee that, had the Management Agreement not been automatically terminated as of the Closing, would have accrued under Section 6 of the Management Agreement for the period commencing on the day immediately following the Closing Date and the Termination through the end of the Automatic Renewal Term (as defined in the Management Agreement) ended December 31, 2021. (b) Notwithstanding anything to the contrary in the Management Agreement, the Parties acknowledge and agree that the Termination Payment, an amount equal to: (a) 55% (fifty five per cent) any Accrued Management Fee, and any Unreimbursed Expenses payable hereunder, shall be the entire amounts payable to the Manager or any of its affiliates in connection with the Termination and thereafter under or in respect of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Management Agreement, as amended by this Amendment, unless the Merger Agreement is validly terminated pursuant to Section 8.1 of the Insurance Cover are not admitted and paid, then 80% Merger Agreement without the occurrence of the Effective Time (eighty per cent) of such unpaid claims shall be included as defined in the computation of Debt DueMerger Agreement), and except with respect to those rights and obligations which, pursuant to Section 1 hereof, survive the Termination. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultthe Termination, the Authority Manager shall pay only be entitled to receive payments from the Company that are consistent with past practice and pursuant to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) terms of the Adjusted EquityManagement Agreement; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteenprovided, that this Section 2(b) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denieddeemed to limit any bona fide claims the Manager may have (and any payments related thereto) pursuant to Section 7 (to the extent of any Unreimbursed Expenses to be reimbursed after the Closing), a payment equal to 80% (eighty per cent) Section 8, Section 13, or Section 14 of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the ConcessionaireManagement Agreement. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 34.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 5590% (fifty five ninety per cent) of the Debt Due less Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 34.3.2 Upon Termination on account of Authority’s a MOR Default, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and; (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 (c) 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment. 34.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 45 (fifteenforty five) days of a demand being made by the Concessionaire to the Authority MOR with the necessary particulars, and in the event of any delay, the Authority MOR shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority MOR of its payment obligations in respect thereof hereunder. 33.3.4 34.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a payment Termination Payment equal to 80% (eighty per cent) of the adjusted depreciated value Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.134.4.1, be made by the Authority MOR to the Concessionaire. 33.3.5 34.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.434.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th (twentieth) [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 34.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 34 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 ‌ 37.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due (which shall in no case be more than 70% of the Total Project Cost) less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. (which shall in no case be more than 70% of the Total Project Cost) For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 37.3.2 Upon Termination on account of Authority’s a Concessioning Authority Default, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt DueDue (which shall in no case be more than 70% of the Total Project Cost); and (b) 82.5100% (eighty two point five one hundred per cent) of the Adjusted Equity; and. 33.3.3 37.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Concessioning Authority with the necessary particulars, and in the event of any delay, the Concessioning Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Concessioning Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 37.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 37 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 (a) Upon Termination termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (ai) 5590% (fifty five per centninety percent) of the Debt Due less Insurance CoverCover as on the date of such termination; and Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Phase I, save and except as provided herein below in this Clause 33.3 (a). Upon Termination termination on account of AuthorityConcessionaire’s Default during the Construction Period prior to COD of Phase I, no Termination Payment shall be due and payable for and in respect of expenditure comprising the first 30% ( thirty percent) of the Total Project Cost and in the event of expenditure exceeding such 30% ( thirty percent) and forming part of Debt Due, the provisions of this Clause 33.3 (a) shall, to the extent applicable to Debt Due, apply in respect of the expenditure exceeding such30% ( thirty percent). By way of illustration, the Parties agree that if the total expenditure incurred prior to termination is 90% (ninety percent) of the Total Project Cost, the expenditure eligible for computation of Termination Payment hereunder shall be 60% (sixty percent) of the Total Project Cost and the Termination Payment due and payable in such event shall not exceed 54% (fifty four percent) of the Total Project Cost or 90% of the Debt Due. The Parties further agree that for the purposes of this Clause 33.3 (a), Total Project Cost shall mean the amount specified in sub- clause (b) of the definition of Total Project Cost. Provided, no Termination Payment shall be payable to the Concessionaire if the Concessionaire fails to maintain Insurance Cover as contemplated under Article 29 of this Agreement. (b) Upon termination on account of an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (ai) Debt Due; andDue less Insurance Cover; (bii) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and; 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteenc) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 30.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five per centninety percent) of the Debt Due less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per centpercent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby herby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 30.3.2 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) a. Debt Due; and (b) 82.5b. 150% (eighty two point five per centone hundred and fifty percent) of the Adjusted Equity; and. 33.3.3 30.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 30 (fifteenthirty) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the daily average Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 30.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 30 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 22.3.1 Upon Termination on account of a Concessionaire Event of Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five per centninety percent) of the Debt Due (which shall in no case be more than 55% (Fifty Five percent) of the Total Project Cost) less Insurance CoverCover less the Defect Liability Payment as per the provisions of Clause 22.6.1; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt DueDue (which shall in no case be more than 67% of the Total Project Cost). For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Event of Default occurring prior to COD of Bus TerminalCOD. 33.3.2 22.3.2 Upon Termination on account of Authority’s Authority Event of Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: : a Debt Due (a) Debt Due; and (b) 82.5which shall in no case be more than 67% (eighty two point five sixty seven percent) of the Total Project Cost); b 100% (one hundred per cent) of the Adjusted Equity; andand c Less: Insurance Cover, provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty percent) of such unpaid claims shall be included in the computation of the Debt Due. d Less: Defect Liability Payments as per 22.6.1 33.3.3 22.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 90 (fifteenninety) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 22.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 22 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. 22.3.5 As a consequence of Termination, irrespective of the reason for Termination, the Concessionaire shall transfer all movable and immovable assets forming part of the Project Assets to the Authority upon the Transfer Date.

Termination Payment. 33.3.1 Upon a termination of this Agreement pursuant to Section 15.3 hereof, Contractor shall be entitled to receive a termination payment (the “Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay Payment”) equal to the Concessionaire, by way sum of Termination Payment, an amount equal to: (ai) 55% (fifty five per cent) that portion of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paidContract Sum, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become which is due and payable to Contractor by Concessionaire and applicable to the TTMS Work completed up to the date of termination and which has not previously been paid to Contractor, (ii) the direct, out-of-pocket costs reasonably incurred by Contractor in withdrawing its equipment and personnel from the Project Right of Way and in otherwise demobilizing, and (iii) the direct, out-of-pocket costs reasonably incurred by Contractor in terminating contracts with Subcontractors. Representatives of Concessionaire and Contractor shall determine the Contract Sum amount referred to in clause (i) above in accordance with the Payment and Values Schedule, and Contractor shall document in detail the costs claimed under clause (ii) above to Concessionaire’s reasonable satisfaction and shall supply Concessionaire with copies of the Subcontractor invoices covering amounts claimed under clause (iii) above. Contractor shall submit an invoice to Concessionaire for the Termination Payment with the supporting information and documents referred to above, and Concessionaire shall pay such invoice within 15 thirty (fifteen30) days after its receipt of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but same subject to the provisions of Clause 33.3.4this Section 4.4 and unless it disputes certain elements thereof, in which event only the undisputed portion of the Termination Payment need be made within such 30-day period and the dispute over the remainder of the claimed Termination Payment may be submitted to the appropriate dispute resolution process set forth in Article 19. The Termination Payment shall be subject to offset for amounts payable by Contractor to Concessionaire. As a condition precedent to receiving the Termination Payment, Contractor shall comply with all the provisions of Section 15.6 hereof. Payment of the Termination Payment shall be the sole and exclusive liability of Concessionaire, and the sole and exclusive remedy of Contractor, with respect to termination of this Agreement pursuant to Section 15.3 hereof, but it will not affect Contractor’s right to receive amounts otherwise due and unpaid hereunder prior to termination. In no event shall Concessionaire have any further liability to Contractor in any such event for actual, incidental, consequential or other damages, notwithstanding the actual amount of damages that Contractor may have sustained in connection with a termination pursuant to Section 15.3 hereof. Calculation of the Termination Payment has been agreed upon and fixed hereunder because of the difficulty of ascertaining the exact amount of such damages Contractor will actually sustain in the event any Project Assets, essential for the efficient, economic and safe operation of a termination of the Bus TerminalTTMS Work pursuant to Section 15.3 hereof, shall have been acquired and installed after Concessionaire and Contractor agree that the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent calculation of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment is reasonable. Notwithstanding the forgoing, no Termination Payment will be due to Contractor under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseunless Notice to Proceed has been issued pursuant to Section 2.3.1.

Termination Payment. 33.3.1 Upon Termination on account In connection with the termination of a Concessionaire Default occurring after COD of Bus Terminal the Management Agreement, the Authority shall pay Univision Corporations shall, jointly and severally, make the following payments to the Concessionaire, by way of Termination Payment, an amount equal toManagers: (a) 55% The Univision Corporations shall, jointly and severally, pay to the Managers an aggregate amount equal to $112,372,826 (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due“Termination Payment”). For the avoidance of doubt, the Concessionaire hereby acknowledges that no The Termination Payment shall be due or payable on account divided among the Managers in accordance with Schedule 1 to this Termination Agreement. The Univision Corporations shall, jointly and severally, pay each Manager its portion of a Concessionaire Default occurring prior the Termination Payment within ten business days of the Effective Date and in any event no later than the first date that any payments are made pursuant to COD Section 3(a) of Bus Terminalthe Technical Assistance Termination Agreement. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% Until the earlier of (eighty two point five per centi) the events described in Section 3(b) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due Management Agreement and payable (ii) December 31, 2015 (the “Tail Period”), the Univision Corporations, jointly and severally, will pay to the Concessionaire within 15 Managers (fifteenor such Affiliates as they may respectively designate) days an aggregate quarterly periodic fee (the “Tail Period Periodic Fee”) equal to 1.2634164% of a demand being made EBITDA (the “Aggregate Periodic Fee Percentage”) for the calendar quarter in question, provided that, if applicable, the Aggregate Periodic Fee Percentage shall be adjusted in accordance with the definition of the “Televisa Percentage” in the Technical Assistance Agreement consistent with the determination of the amounts set forth on Schedule 1 to this Termination Agreement. The Tail Period Periodic Fee shall be payable by the Concessionaire to Univision Corporations in arrears as soon as practicable following the Authority with determination of EBITDA for the necessary particulars, applicable calendar quarter and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential prorated for the efficient, economic quarter in which the Tail Period expires and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably deniedrefundable in whole or in part. Notwithstanding the foregoing, the Tail Period Periodic Fee shall be divided among the Managers based on the percentages listed on Schedule 2 to this Termination Agreement (the “Periodic Fee Percentages”), a payment equal . All payments of the Tail Period Periodic Fee shall be made to 80% (eighty per centthe Managers at the same time as payments are made to Televisa under Section 3(b) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the ConcessionaireTechnical Assistance Termination Agreement. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal (a) If the Borrower terminates this Agreement, the Authority Borrower shall pay to the ConcessionaireAdministrative Agent, for the pro rata benefit and account of each Lender, additional interest as a make whole to Lenders equal to the product of: (1) the then existing Interest Rate divided by way TWELVE (12); (2) the outstanding principal amount of the Advances being prepaid as of the date of such termination; and (3) the number of full months from the date of such termination until the eighteen month anniversary of the Closing Date (the “Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of ”). The Termination Payment shall be due and payable on the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) date of such unpaid claims shall be included in the computation of Debt Duetermination. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable by the Borrower if the Borrower terminates this Agreement on or after the eighteen month anniversary of the Closing Date. (b) In view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Concessionaire; provided that in Lenders or profits lost by the event any Project AssetsLenders as a result of termination of this Agreement, essential for the efficient, economic and safe operation by mutual agreement of the Bus Terminal, shall have been acquired parties as to a reasonable estimation and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent calculation of the Authority (lost profits or damages of the Lenders, the Termination Payment constitutes liquidated damages which consent shall be due and payable upon such date. The Borrower hereby waives any defense to payment other than payment on performance, whether such defense may be based in public policy, ambiguity, or otherwise. The Borrower and the Lenders acknowledge and agree that any Termination Payment due and payable hereunder shall not be unreasonably denied)constitute unmatured interest, a payment equal to 80% (eighty per centwhether under Section 502(b)(3) of the adjusted depreciated value Bankruptcy Code or otherwise. The Borrower further acknowledges and agrees, and waives any argument to the contrary, that payment of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaireamount does not constitute a penalty or an otherwise unenforceable or invalid obligation. 33.3.5 Notwithstanding anything to (c) Any amount payable under this Section 2.06 that is not paid when due shall bear interest at the contrary in this Agreement, but subject to rate set forth under clause (b) of “Interest Rate” from the provisions of Clause 33.3.4date such amount is due until the date paid, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, accordance with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Paymentthis Section 2.06. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 21.3.1. Upon Termination on account of a Concessionaire Default occurring after COD Service Provider Default, the Authority shall not be liable to make any Termination Payment. Provided that in the event that the Senior Lenders do not exercise their step-in rights under and in accordance with the provisions of Bus Terminal the Article 21.7 and the Service Provider elects, not later than 180 (one hundred and eighty) days from the Transfer Date, to transfer the Right of Way to the Silos to the Authority, free of all Encumbrances, and if the Authority agrees to such transfer request, the Service Provider shall be entitled to a Termination Payment equal to 90% (ninety per cent) of the Debt Due less Insurance Cover. Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 70% (seventy per cent) of such unpaid claims shall be included in the computation of Debt Due. 21.3.2. Upon Termination on account of an Authority Default, the Authority shall pay to the ConcessionaireService Provider, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the Debt Due less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5110% (eighty two point five one hundred and ten per cent) of the Adjusted Equity; andEquity and the Service Provider shall not later than 15 (fifteen) days from the Transfer Date, transfer the Specialized Wagons/ Xxxxx as per Article 22 to the Authority, free of all Encumbrances. 33.3.3 21.3.3. Termination Payment shall become due and payable to the Concessionaire Company within 15 180 (fifteenone hundred and eighty) days of a demand being made by the Concessionaire Service Provider to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 34% (three four per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 210 (ninetytwo hundred and ten) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 21.3.4. Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the ConcessionaireService Provider. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 21.3.5. The Concessionaire Service Provider expressly agrees that Termination Payment under this Article 33 21 shall constitute a full and final settlement of all claims of the Concessionaire Service Provider on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire Service Provider or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 22.3.1 Upon Termination on account of a Concessionaire Event of Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five per centninety percent) of the Debt Due (which shall in no case be more than 67% (sixty seven percent) of the Total Project Cost) less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt DueDue (which shall in no case be more than 67% of the Total Project Cost). For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Event of Default occurring prior to COD of Bus TerminalCOD. 33.3.2 22.3.2 Upon Termination on account of Authority’s Authority Event of Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: a. Debt Due (a) Debt Due; and (b) 82.5which shall in no case be more than 67% (eighty two point five Sixty Seven percent) of the Total Project Cost); b. 100% (one hundred per cent) of the Adjusted Equity; and 33.3.3 c. Less: Insurance Cover, provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80%(eighty percent) of such unpaid claims shall be included in the computation of the Debt Due. 22.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 90 (fifteenninety) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 22.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 22 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. 22.3.5 As a consequence of Termination, irrespective of the reason for Termination, the Concessionaire shall transfer all movable and immovable assets forming part of the Project Assets to the Authority upon the Transfer Date.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of Not later than 10 days after the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubtTermination Date, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority Employer shall pay the Employee the sum of (i) one million fifty thousand dollars ($1,050,000), and (ii) any unpaid salary, expense reimbursement, previously deferred compensation, vacation pay or other regular employee benefits (but specifically excluding bonus amounts) to which the Employee may be entitled up to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; andDate. (b) 82.5% All options granted by the Company and presently held by the Employee to purchase common stock of the Employer shall vest in full upon the Termination Date and shall thereafter be exercisable at any time or times until their respective expiration dates or, if earlier, upon the Effective Time (eighty two point five per centas such term is defined in the "Agreement and Plan of Merger" dated on or about the date of this Agreement among the Employer, Synopsys, Inc. and Maple Forest Acquisition LLC (the "Synopsys Acquisition"). (c) The amount set forth in Section 2(a)(i) shall be referred to herein as the "Termination Payment." The Termination Payment and other amounts due under Section 2(a) shall be reduced by any required tax withholdings. The Termination Payment shall not be taken into account as compensation under, and no service credit shall be given for the Termination Payment for purposes of determining the benefits payable under, any benefit plan, program, agreement or arrangement of the Employer or its Affiliates. The Employee acknowledges that, except for the Termination Payment and other amounts payable to her under Section 2(a), the acceleration of her options under Section 2(b), and payments provided under Section 6 (entitled "Indemnification"),she is not entitled to any payment in the nature of severance or termination pay from the Employer or any of its Affiliates and is not entitled to any other amount, payment or benefit, of any nature whatsoever, from the Employer or any of its Affiliates, including, without limitation, under any employee benefit plan, program or arrangement of the Employer or its Affiliates (other than any vested benefit under the Employer's 401(k) plan) or under the Employment Agreement. (d) The Employer acknowledges that its agreement to make the Termination Payment and to accelerate the vesting of the Employee's options, as described in Sections 2(a) and 2(b), respectively, reflects the Employee's agreement herein to relinquish certain valuable rights under the Employment Agreement and to undertake significant obligations not imposed on her under the Employment Agreement. By way of examples only: (1) the Employee is agreeing in Section 5 to a post-employment covenant not to compete that substantially exceeds the scope and duration of the post-employment covenant not to compete to which she agreed in Section 3 of the Employment Agreement; (2) the Employee is relinquishing her right to receive $2,000,000 under Section 3(D) of the Adjusted EquityEmployment Agreement as compensation for her covenant not to compete described in Section 3 of the Employment Agreement; (3) the Employee is releasing the Employer from any claim based on Constructive Termination of her employment as the result of a Change in Control (as those terms are defined in Section 2 of the Employment Agreement - "Constructive Termination" and "Change in Control") that occurred when Gerald C. Hsu ceased to be the Employer's CEO in July 2001; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of Not later than 10 days after the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubtTermination Date, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority Employer shall pay the Employee the sum of (i) one million fifty thousand dollars ($1,050,000), and (ii) any unpaid salary, expense reimbursement, previously deferred compensation, vacation pay or other regular employee benefits (but specifically excluding bonus amounts) to which the Employee may be entitled up to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; andDate. (b) 82.5% All options granted by the Company and presently held by the Employee to purchase common stock of the Employer shall vest in full upon the Termination Date and shall thereafter be exercisable at any time or times until their respective expiration dates or, if earlier, upon the Effective Time (eighty two point five per centas such term is defined in the "Agreement and Plan of Merger" dated on or about the date of this Agreement among the Employer, Synopsys, Inc. and Maple Forest Acquisition LLC (the "Synopsys Acquisition"). (c) The amount set forth in Section 2(a)(i) shall be referred to herein as the "Termination Payment." The Termination Payment and other amounts due under Section 2(a) shall be reduced by any required tax withholdings. The Termination Payment shall not be taken into account as compensation under, and no service credit shall be given for the Termination Payment for purposes of determining the benefits payable under, any benefit plan, program, agreement or arrangement of the Employer or its Affiliates. The Employee acknowledges that, except for the Termination Payment and other amounts payable to him under Section 2(a), the acceleration of his options under Section 2(b), and payments provided under Section 6 (entitled "Indemnification"), he is not entitled to any payment in the nature of severance or termination pay from the Employer or any of its Affiliates and is not entitled to any other amount, payment or benefit, of any nature whatsoever, from the Employer or any of its Affiliates, including, without limitation, under any employee benefit plan, program or arrangement of the Employer or its Affiliates (other than any vested benefit under the Employer's 401(k) plan) or under the Employment Agreement. (d) The Employer acknowledges that its agreement to make the Termination Payment and to accelerate the vesting of the Employee's options, as described in Sections 2(a) and 2(b), respectively, reflects the Employee's agreement herein to relinquish certain valuable rights under the Employment Agreement and to undertake significant obligations not imposed on him under the Employment Agreement. By way of examples only: (1) the Employee is agreeing in Section 5 to a post-employment covenant not to compete that substantially exceeds the scope and duration of the post-employment covenant not to compete to which he agreed in Section 3 of the Employment Agreement; (2) the Employee is relinquishing his right to receive $2,000,000 under Section 3(D) of the Adjusted EquityEmployment Agreement as compensation for his covenant not to compete described in Section 3 of the Employment Agreement; (3) the Employee is releasing the Employer from any claim based on Constructive Termination of his employment as the result of a Change in Control (as those terms are defined in Section 2 of the Employment Agreement - "Constructive Termination" and "Change in Control") that occurred when Gerald C. Hsu ceased to be the Employer's CEO in July 2001; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon a termination of this Agreement pursuant to Section 15.3 hereof, Contractor shall be entitled to receive a termination payment (the “Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay Payment”) equal to the Concessionaire, by way sum of Termination Payment, an amount equal to: (ai) 55% (fifty five per cent) that portion of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paidContract Sum, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become which is due and payable to Contractor by Concessionaire and applicable to the DB Work completed up to the date of termination and which has not previously been paid to Contractor, (ii) the direct, out-of-pocket costs reasonably incurred by Contractor in withdrawing its equipment and personnel from the Project Right of Way and in otherwise demobilizing, and (iii) the direct, out-of-pocket costs reasonably incurred by Contractor in terminating contracts with Subcontractors. Representatives of Concessionaire and Contractor shall determine the Contract Sum amount referred to in clause (i) above in accordance with the Payment and Values Schedule, and Contractor shall document in detail the costs claimed under clause (ii) above to Concessionaire’s reasonable satisfaction and shall supply Concessionaire with copies of the Subcontractor invoices covering amounts claimed under clause (iii) above. Contractor shall submit an invoice to Concessionaire for the Termination Payment with the supporting information and documents referred to above, and Concessionaire shall pay such invoice within 15 thirty (fifteen30) days after its receipt of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but same subject to the provisions of Clause 33.3.4this Section 4.4 and unless it disputes certain elements thereof, in which event only the undisputed portion of the Termination Payment need be made within such 30-day period and the dispute over the remainder of the claimed Termination Payment may be submitted to the appropriate dispute resolution process set forth in Article 19. The Termination Payment shall be subject to offset for amounts payable by Contractor to Concessionaire. As a condition precedent to receiving the Termination Payment, Contractor shall comply with all the provisions of Section 15.6 hereof. Payment of the Termination Payment shall be the sole and exclusive liability of Concessionaire, and the sole and exclusive remedy of Contractor, with respect to termination of this Agreement pursuant to Section 15.3 hereof, but it will not affect Contractor’s right to receive amounts otherwise due and unpaid hereunder prior to termination. In no event shall Concessionaire have any further liability to Contractor in any such event for actual, incidental, consequential or other damages, notwithstanding the actual amount of damages that Contractor may have sustained in connection with a termination pursuant to Section 15.3 hereof. Calculation of the Termination Payment has been agreed upon and fixed hereunder because of the difficulty of ascertaining the exact amount of such damages Contractor will actually sustain in the event any Project Assets, essential for the efficient, economic and safe operation of a termination of the Bus TerminalDB Work pursuant to Section 15.3 hereof, shall have been acquired and installed after Concessionaire and Contractor agree that the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent calculation of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseis reasonable.

Termination Payment. 33.3.1 Upon Termination on account In the event of a Concessionaire Default occurring after COD of Bus Terminal Termination, as defined in Xxxxxxxxx 0, Xxxx shall provide the Authority shall pay to Executive the Concessionaire, by way of Termination Payment, an amount equal tofollowing benefits: (a) 55% (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority Saia shall pay to the ConcessionaireExecutive on the first day of the seventh month immediately following the Executive’s last day of employment with the Corporation, as additional compensation for services rendered to the Corporation, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any, unless the Executive requests that a greater amount be withheld) equal to two times the highest base salary and annual cash incentive bonuses paid or payable to the Executive by way the Corporation with respect to any 12 consecutive month period during the three years ending with the date of Termination Payment, an amount equal to: (a) Debt Due; andthe Executive’s Termination. (b) 82.5% (eighty During the two point five per centyears following Executive’s Termination, the Executive shall be deemed to remain an employee of the Corporation for purposes of the applicable medical, life insurance and long-term disability plans and programs covering key executives of the Corporation and shall be entitled to receive the benefits available to key executives thereunder; provided, however, that in the event the Executive’s participation in any such benefit plan or program is barred, the Corporation shall arrange to provide the Executive with substantially similar benefits. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Code, in the event medical coverage is provided under a self-insured medical expense reimbursement plan maintained by the Corporation, as defined in Section 105(h) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable Code, (a) the amount of medical expenses eligible for reimbursement or to be provided as an in-kind benefit hereunder during a calendar year may not affect the Concessionaire within 15 medical expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year (fifteen) days of a demand being made by the Concessionaire subject to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate applicable limit on the amount of Termination Payment remaining unpaid; provided medical expenses that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry may be reimbursed over some or all of the Concession Period by efflux period hereunder), (b) the reimbursement of time, no Termination Payment eligible medical expenses shall be due and payable to made on or before the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation last day of the Bus Terminalcalendar year following the calendar year in which the expenses were incurred, shall have been acquired and installed after (c) the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent right to reimbursement or in-kind benefits hereunder shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential liquidation or exchange for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Paymentanother benefit. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 28.3.1. Upon Termination on account of a Concessionaire Default occurring after COD during the Operation Period, the Authority shall pay to the Concessionaire, by way of Bus Terminal Termination Payment, an amount equal to 65% (sixty five per cent) of the sum of Annuity Payments remaining unpaid for and in respect of the Concession Period, including interest thereon up to the Transfer Date. 28.3.2. Notwithstanding to the provisions of Clause 28.3.1 upon Termination on account of Concessionaire Default during the Construction Period, the Termination Payment shall be based on the Payment Milestone achieved which is in terms of the physical progress made by the Concessionaire in the Project and the Termination Payment corresponding to the achieved Payment Milestone shall be as follows: 1st Payment Milestone Nil 2nd Payment Milestone 60% of Debt Due 3rd Payment Milestone 80% of Debt Due For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the purpose of calculation of Termination Payment, the milestone achieved would only be considered. 28.3.3. Upon Termination on account of an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (i) in case the termination occurs prior to COD a) 55% (fifty five per cent) of the Debt Due as on the Payment Milestone less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the Concessionaire hereby acknowledges that no Termination Payment shall purpose of calculation of Debt Due, the milestone achieved would only be due or payable on account considered; and b) 150% (one hundred and fifty per cent) of a Concessionaire Default occurring prior to COD of Bus Terminalthe Adjusted Equity. 33.3.2 Upon Termination (ii) in case the termination occurs on account of Authority’s Defaultor after COD, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) to sum of Annuity Payments remaining unpaid for and in respect of the Adjusted Equity; andConcession Period, including interest thereon up to the Transfer Date. 33.3.3 28.3.4. Termination Payment shall become due and payable to the Concessionaire within 15 30 (fifteenthirty) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 39.75% (three per cent) above the Bank Rate annum on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 28.3.5. The Concessionaire expressly agrees that the Termination Payment under this Article 33 28 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 26.3.1. Upon Termination on account of a Concessionaire Default occurring during the Construction Period but after COD Financial Close the Authority shall pay to the Concessionaire, by way of Bus Terminal Termination Payment, an amount equal to 75% (seventy five per cent) of the Debt Due, less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due; and during Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due Due, less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalFinancial Close. 33.3.2 26.3.2. Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) a. Debt Due; and (b) 82.5b. 110% (eighty two point five one hundred and twenty per cent) of the Adjusted Equity; and. 33.3.3 26.3.3. Termination Payment shall become due and payable to the Concessionaire within 15 30 (fifteenthirty) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 26.3.4. The Concessionaire expressly agrees that the Termination Payment under this Article 33 26 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon (a) As consideration for the Termination on account and the other promises, undertakings and releases of a Concessionaire Default occurring after COD of Bus Terminal the Manager hereunder, the Authority Company shall pay to the ConcessionaireManager (i) the termination fee in an amount equal to twice the combined Base Management Fees and Incentive Fees earned by the Manager during the 12-month period immediately preceding the Expiration Date, calculated as of the end of the most recently completed fiscal quarter prior to the Expiration Date (the “Termination Payment”), in accordance with Section 2(b) hereof; and (ii) severance payments and other fees, costs and expenses payable to third parties, incurred in connection with the termination of the Management Agreement and the transactions contemplated thereby, including, without limitation, any amounts as required to be paid to the Manager pursuant to Section 14 of the Management Agreement (the “Cash Amount”), in accordance with Section 2(c) hereof. The Termination Payment shall be deemed to constitute, and shall in all respects satisfy all obligations with respect to, the Termination Fee. (b) The Termination Payment shall be paid on the Effective Date in a number of shares of Common Stock to be issued to the Manager, which shall be equal to the quotient of (x) the dollar amount of the Termination Payment as calculated as of the Effective Date, divided by way (y) the trailing five-day weighted-average price per share of the Common Stock on the New York Stock Exchange (“NYSE”), as calculated over the five days preceding the date of the Securities Purchase Agreement (such number of shares, the “Common Stock Amount”). (c) The Cash Amount shall be paid on the Effective Date, in an amount of cash (not to exceed the amount set forth in Schedule 4.02 to the Term Loan Agreement) equal to the sum of (i) certain severance payments payable to certain employees or contractors of the Manager who provide services to the Company, and (ii) all other fees, costs and expenses payable to third parties, in each of the preceding clauses (i) and (ii), incurred in connection with the termination of the Management Agreement and the transactions contemplated thereby, including, without limitation, any amounts as required to be paid to the Manager pursuant to Section 14 of the Management Agreement. The Manager shall prepare a written statement of account in reasonable detail documenting the severance payments and other fees, costs and expenses to be reimbursed by the Company in connection with or relating to the termination of the Management Agreement and the transactions contemplated thereby and deliver the same to the Company no less than three (3) business days prior to the Effective Date. (d) On the Effective Date, (i) the Company shall pay the Cash Amount by wire transfer, in immediately available funds, to an account designated by the Manager in writing at least three (3) business days prior to the Effective Date, and (ii) the Company shall deliver to the Manager (or its designated custodian per its delivery instructions) the Common Stock Amount in electronic, book-entry form, registered in the name of the Manager, or confirmation of instructions given by the Company to Equiniti Trust Company, LLC, in its capacity as the Company’s transfer agent for the Common Stock (the “Transfer Agent”), to register the Common Stock Amount in electronic, book-entry form. (e) Notwithstanding anything to the contrary in the Management Agreement, the Parties acknowledge and agree that the Termination Payment, an the Cash Amount (not to exceed the amount equal to: (aset forth in Schedule 4.02 to the Term Loan Agreement) 55% (fifty five per centand the Management Fees owed pursuant to Section 1(a)(i) shall be the entire amount payable to the Manager or any of its affiliates in connection with the Termination and thereafter under or in respect of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of Management Agreement, unless the Insurance Cover are not admitted Securities Purchase Agreement is validly terminated pursuant to Section 5.3 thereof, and paidexcept with respect to those rights and obligations which, then 80% (eighty per cent) of such unpaid claims shall be included in pursuant to Section 1 hereof, survive the computation of Debt DueTermination. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultthe Termination, the Authority Manager shall pay only be entitled to receive payments from the Company that are consistent with past practice and pursuant to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) terms of the Adjusted EquityManagement Agreement; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteenprovided, that this Section 2(e) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied)deemed to limit any bona fide claims the Manager may have (and any payments related thereto) pursuant to Section 10, a payment equal to 80% (eighty per centSection 12(b) or Section 14 of the adjusted depreciated value Management Agreement; provided, further, that no survival of any such Project Assets shall, notwithstanding provision shall supersede the provisions limitation set forth in Schedule 4.02 of Clause 33.4.1, be made the Term Loan Agreement regarding the cap on expenses payable by the Authority to the ConcessionaireCompany in cash. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% SEALY acknowledges and agrees that NOMACO will invest significant capital and other resources in connection with preparation and performance by NOMACO under this Agreement in anticipation of supplying the total requirements for SEALY of all Products during the Term. As a material inducement for NOMACO to enter into this Agreement, SEALY hereby agrees to immediately pay NOMACO, in addition to any other amounts due NOMACO pursuant to this Agreement, as liquidated damages the amount set forth below as the “Termination Fee” corresponding to the date SEALY terminates this Agreement other than as permitted pursuant to Section 2(b)(i) hereof (fifty five per cent“SEALY Termination Breach”) or the date NOMACO first delivers written notice to SEALY in accordance with Section 26 (“Termination Notice”) of its desire to terminate this Agreement prior to the Debt Due less Insurance Cover; Provided that if any insurance claims forming part expiration of the Insurance Cover Initial Term for any reason other than due to a termination by SEALY pursuant to Section 2(b)(i). The amounts specified below as the applicable Termination Fee are agreed upon as liquidated damages and not admitted as a penalty. The parties hereto have computed, estimated and paid, then 80% (eighty per cent) agreed upon such amounts as an attempt to make a reasonable forecast of such unpaid claims shall probable actual loss to be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, incurred by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) NOMACO because of the Adjusted Equity; and 33.3.3 difficulty of estimating with exactness the damages that will result. The Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment Fee shall be due and payable within fifteen (15) days after a SEALY Termination Breach or delivery of a Termination Notice subject to right of SEALY to cure any failure to purchase the Minimum Purchases pursuant to Section 6(b). The Termination Fee shall be determined solely by the date of the SEALY Termination Breach or the Termination Notice (as the case may be) irrespective of any delay in terminating this Agreement or payment of the Termination Fee. In the event SEALY fails to pay any Termination Fee due hereunder when due, SEALY shall pay to NOMACO interest on the amount of such Termination Fee at an annual rate equal to the Concessionaire; provided that prime rate as is printed in the event Wall Street Journal on the last business day of any Project Assetsmonth that there is an outstanding amount under this Agreement plus 2%, essential for compounded monthly, based on a 360-day year. Any such interest shall accrue commencing on the efficient, economic and safe operation date of the Bus TerminalSEALY Termination Breach or the Termination Notice (as the case may be). On or before January 15, shall have been acquired 2004 * After January 15, 2004 and installed after on or before January 15, 2005 * After January 15, 2005 and on or before January 15, 2006 * After January 15, 2006 and on or before January 15, 2007 * After January 15, 2007 * (b) In the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably deniedevent NOMACO delivers a Termination Notice as contemplated by Section 6(a), a payment equal SEALY may cure such failure to 80% purchase the Minimum Purchases in respect to any period specified in Section 2(e), above, by timely taking the following actions (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions limitations set forth immediately below): (i) deliver written notice to NOMACO within three (3) days of Clause 33.3.4, the Termination Notice of its intent to cure in accordance with this Section 6(b); (ii) pay within fifteen (15) days of the event Termination Notice to NOMACO in immediately available funds an amount equal to the deficit in Minimum Purchases (less the amount paid to NOMACO per any Project Assets, essential order issued pursuant to clause (iii)); and/or (iii) submit an order to NOMACO for Products with an invoice amount equal to the amount of such deficit in Minimum Purchases (less the amount of any cash paid to NOMACO pursuant to clause (ii)) and pay the invoice for such order in full in immediately available funds within fifteen (15) days of the date of such order. The following limitations shall apply with respect to any action as may be taken by SEALY to cure the failure to make Minimum Purchases: (A) Any curative order per clause (iii) above may not exceed the lesser of $1,000,000 or one month’s forecast for the efficient, economic and safe operation applicable year; (B) No curative order or payment shall be applied towards satisfaction of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement Minimum Purchases for any reason whatsoever and that prior period other than the Concessionaire calendar year immediately preceding such curative order or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.payment; and

Termination Payment. 33.3.1 Upon a. Subject to terms herein below, upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Concession Period, the Performance Security shall be forfeited and the Concessionaire would continue to be liable towards any antecedent liability, all obligations accrued before the effective date of the termination and also for the obligations including Divestment Requirements that must be fulfilled after termination. In the event of Contracting Authority terminating the Agreement on account of Concessionaire Default and in addition to the Concessionaire forfeiting the Performance Security, as stated above, the Concessionaire shall pay to Contracting Authority 70% of the Unexpired Cash Flow. b. Subject to terms herein below, upon Termination on account of a Contracting Authority Default, the Contracting Authority shall pay to the Concessionaire, Concessionaire by way of Termination Payment, Payment an amount equal to: (a) 55to 50% (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if Unexpired Cash flow. c. The Contracting Authority and the Concessionaire hereby acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, and without prejudice to their any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubtother respective right or remedy, the Concessionaire hereby acknowledges that no shall be entitled to receive Termination Payment only upon furnishing to the Contracting Authority No Objection Certificate (NOC) issued by Lenders/Lenders' Representative recording/effecting release, vacation/discharge of the charge on Project receivables (if any) created by Concessionaire for securing repayment of the Debt. Further, the Parties agree that in the event of failure of Concessionaire to procure vacation/discharge of such charge as evidenced by NOC, Contracting Authority shall be entitled to procure the same by paying the Termination Payment directly to Lenders/Lenders Representative to the extent of outstanding Debt due, without any further reference to or consent of Concessionaire, and such payment by Contracting Authority shall be due or payable on account discharge of a payment obligations towards Concessionaire Default occurring prior in terms herein; and for this purpose the Concessionaire hereby appoints, nominates and constitutes the Contracting Authority its duly constituted attorney to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultdo all acts, things, deeds required for paying directly to Lenders, the Lenders Debt due, and procuring discharge of charge, pursuant to terms above. In this regard it is hereby further agreed by Concessionaire that in case Termination Payment falls short of amount required to vacate the charge, Contracting Authority shall be entitled to encash and tap the Performance Security for the same, and balance if still outstanding shall be paid within thirty (30) days by Concessionaire. In the event of any delay, the Concessionaire shall pay interest at a rate equal to 3% (three per cent)88 above the Concessionaire, by way Bank Rate on the amount of Termination Payment, an amount equal to: Payment remaining unpaid; 86 TBD 87 TBD 88 TBD provided that such delay shall not exceed 90 (aninety) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 days. Termination Payment shall shall, subject to terms hereof, become due and payable to the Concessionaire within 15 thirty (fifteen30) days days89 of a demand being made by the Concessionaire furnishing NOC to the Contracting Authority with the necessary particulars, and in the event of any delay, the Contracting Authority shall pay interest at a rate equal to 3% (three per cent) cent)90 above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) daysdays91. For the avoidance of doubt, it is expressly agreed that Termination Payment to be paid subject to and in accordance with terms hereof shall constitute full discharge by the Contracting Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry . For the purposes of this clause and the Concession Period by efflux of timeAgreement, no Termination Payment the Lender's Debt due shall be mean the outstanding principal amount and interest thereon, financial fees as due and payable to the Concessionaire; provided that in the event any Project Assets, essential as on Transfer Date and for the efficient, economic and safe operation determination of the Bus Terminal, shall have been acquired and installed after same the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not Financing Documents may be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made relied upon by the Authority to the ConcessionaireContracting Authority. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 d. The Concessionaire expressly agrees that Termination Payment to be paid subject to terms under this Article 33 26 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof it shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of (i) The “Termination Payment, ” shall be an amount equal to: to the Annual Cash Compensation times three (a) 55% (fifty five per cent3), reduced by any cash severance payable under Section 4.3(a) of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt DueEmployment Agreement. For the avoidance of doubtSubject to Section 9(a)(ii), the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account paid to the Executive in a cash lump sum within thirty (30) days after the effective date of the Release (as defined below); provided, however, that if the Executive is a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon “specified employee” as defined in Section 409A, and the Termination on account of Authority’s DefaultPayment is “nonqualified deferred compensation” that is not exempt from Section 409A, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable be paid on the first payroll date to occur following the Concessionaire within 15 (fifteen) days six-month anniversary of the date upon which the Executive’s Separation from Service occurs, accompanied by a demand being made payment of interest calculated at the rate of interest announced by BMO Xxxxxx Bank from time to time as its prime or base lending rate, such rate to be determined on the Concessionaire Termination Date, compounded quarterly. Notwithstanding the foregoing, subject to the Authority with the necessary particularsSection 9(a)(ii), and in the event of any delaythe Executive’s Termination Date is pursuant to Section 2(b), the Authority Termination Payment shall pay interest at a rate equal be paid on the thirtieth (30th) calendar day after the date of the Change in Control of the Company (as defined without reference to 3% (three per cent) above Section 2(b)), without interest. Such lump sum payment shall not be reduced by any present value or similar factor, and the Bank Rate on Executive shall not be required to mitigate the amount of the Termination Payment remaining unpaid; provided that by securing other employment or otherwise, nor will such delay Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall not exceed 90 (ninety) days. For be in lieu of, and acceptance by the avoidance Executive of doubt, it is expressly agreed that the Termination Payment shall constitute the Executive’s release of any rights of the Executive to, any additional cash severance payments under any Company severance policy, practice or agreement. (ii) It is a condition of payment of the Termination Payment that the Executive deliver a full discharge release to the Company within forty-five (45) days after the Covered Termination, in such form as provided by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of Company within fifteen (15) days following the Concession Period by efflux of timeCovered Termination, no Termination Payment shall be due and payable that (i) does not require the Executive to the Concessionaire; provided that in the event release any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary rights or benefits described in this Agreement, but subject and (ii) does not impose any additional post-employment restrictions on the Executive (the “Release”), and the Release becoming effective in accordance with its terms. If the Executive does not timely deliver a Release to the provisions of Clause 33.3.4Company, in or if the event any Project AssetsExecutive delivers such a Release but revokes it (to the extent he is able to do so) prior to the date the Termination Payment is due, essential for then the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent Executive shall not be unreasonably denied, a sum equal entitled to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon (a) On, or as soon as reasonably practicable after, the Early Termination Date of which notice is given under clause 17.2, the Non-Defaulting Party shall in good faith calculate the termination payment (the Termination Payment), in accordance with this clause 17.4. (b) Where Enercal is the Defaulting Party, the Termination Payment will be the amount required to indemnify Goro Nickel for all losses, damages and reasonable and demonstrable costs suffered by Goro Nickel as a result of the early termination of this Agreement such amount not to exceed the Applicable Cap. The Applicable Cap is 20,000,000 Dollars if the Early Termination Date occurs as a result of Enercal’s wilful disregard of Goro Nickel’s need to have Electricity and 10,000,000 Dollars in any other case. (c) Where Goro Nickel is the Defaulting Party, then: (i) the Termination Payment will be: (A) if the Early Termination Date falls before the Start Date, the amount required to indemnify Enercal for all losses, damages and reasonable and demonstrable costs suffered by Enercal as a result of the early termination of this Agreement up to the amount determined as at the Early Termination Date in accordance with the payment schedule set out in Annex 1 of the Inco Guarantee in place as at the Early Termination Date; (B) if the Early Termination Date falls on or after the Start Date but before the twenty-fifth (25th) anniversary of the Start Date, the amount required to indemnify Enercal for all losses, damages and reasonable and demonstrable costs suffered by Enercal as a result of the early termination of this Agreement such amount (the Goro Nickel Termination Payment) being equal to the AC Present Value (calculated as of the Early Termination Date); and (C) if the Early Termination Date falls after the twenty-fifth (25th) anniversary of the Start Date, the amount required to indemnify Enercal for all losses, damages and reasonable and demonstrable costs suffered by Enercal as a result of the early termination of this Agreement up to twenty per cent. (20%) of the demonstrable fixed costs of operating and maintaining the second generating unit at the Facility (calculated as of the Early Termination Date in respect of the period from the Early Termination Date to the end of the Extension Period in which the Early Termination Date falls); (ii) any payment of or on account of a Concessionaire Default occurring after COD Termination Payment made under any Inco Guarantee shall constitute pro tanto satisfaction of Bus Terminal , the Authority shall Goro Nickel’s obligation to pay to the Concessionaire, by way of such Termination Payment, an amount equal to:; (aiii) 55% where clause 17.4(c)(i)(A) or (fifty five per centC) above applies, Enercal will use all reasonable endeavours to minimise the amount of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted its losses, damages and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Duecosts; and (biv) 82.5% where clause 17.4(c)(i)(A) applies and the amount paid under the relevant Inco Guarantee exceeds the actual amount of Enercal’s losses, damages and costs, Enercal will pay an amount equal to the excess to Goro Nickel within 30 days of such actual amount being finally agreed between the Parties or in the absence of agreement determined in accordance with clause 38 (eighty two point five per centArbitration). (d) The Non-Defaulting Party shall notify the Defaulting Party of the Adjusted Equity; and 33.3.3 Termination Payment including detailed support for the Termination Payment calculation. (e) The Defaulting Party shall become due and payable pay the Termination Payment to the Concessionaire Non-Defaulting Party within 15 ten (fifteen10) days Business Days of a demand being made by invoice or notification of the Concessionaire to Termination Payment amount (the Authority Termination Payment Date), which amount shall bear interest in accordance with clause 10.6 (Late payments). (f) The Non-Defaulting Party may, at its option, set off the necessary particularsTermination Payment against any or all other amounts owing (whether or not matured, contingent or invoiced) between the Parties under this Agreement. The right of set off shall be without prejudice and in the event addition to any right of set off, combination of accounts, lien, charge or other right to which any delay, the Authority shall pay interest Party is at a rate equal to 3% any time otherwise entitled (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge whether by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, by contract or otherwise). If an amount is unascertained, the Non-Defaulting Party may reasonably estimate the amount to be set off. The Parties shall make any adjustment payment required within three (3) Business Days of the amount becoming ascertained. (g) Disputed amounts under this clause 17.4 shall be paid by the Defaulting Party subject to refund with interest calculated in accordance with clause 10.6 (Late payments) if the dispute is resolved in favour of the Defaulting Party. (h) The rights and obligations of the Parties under this clause 17.4 shall survive termination of this Agreement.

Termination Payment. 33.3.1 Upon Termination on account In the event of a Concessionaire Default occurring after COD of Bus Terminal Termination, as defined in Xxxxxxxxx 0, Xxxx shall provide the Authority shall pay to Executive the Concessionaire, by way of Termination Payment, an amount equal tofollowing benefits: (a) 55% (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority Saia shall pay to the ConcessionaireExecutive on the first day of the seventh month immediately following the Executive’s last day of employment with the Corporation, as additional compensation for services rendered to the Corporation, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any, unless the Executive requests that a greater amount be withheld) equal to three times the highest base salary and annual cash incentive bonuses paid or payable to the Executive by way the Corporation with respect to any 12 consecutive month period during the three years ending with the date of Termination Payment, an amount equal to: (a) Debt Due; andthe Executive’s Termination. (b) 82.5% (eighty two point five per centDuring the three years following Executive’s Termination, the Executive shall be deemed to remain an employee of the Corporation for purposes of the applicable medical, life insurance and long-term disability plans and programs covering key executives of the Corporation and shall be entitled to receive the benefits available to key executives thereunder; provided, however, that in the event the Executive’s participation in any such benefit plan or program is barred, the Corporation shall arrange to provide the Executive with substantially similar benefits. Notwithstanding the preceding, to the extent required to comply with Section 409A of the Code, in the event medical coverage is provided under a self-insured medical expense reimbursement plan maintained by the Corporation, as defined in Section 105(h) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable Code, (a) the amount of medical expenses eligible for reimbursement or to be provided as an in-kind benefit hereunder during a calendar year may not affect the Concessionaire within 15 medical expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year (fifteen) days of a demand being made by the Concessionaire subject to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate applicable limit on the amount of Termination Payment remaining unpaid; provided medical expenses that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry may be reimbursed over some or all of the Concession Period by efflux period hereunder), (b) the reimbursement of time, no Termination Payment eligible medical expenses shall be due and payable to made on or before the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation last day of the Bus Terminalcalendar year following the calendar year in which the expenses were incurred, shall have been acquired and installed after (c) the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent right to reimbursement or in-kind benefits hereunder shall not be unreasonably deniedsubject to liquidation or exchange for another benefit. 568162334 4 (c) The Corporation shall pay the Executive the Termination Payment set forth in this Paragraph due to termination of the Executive’s employment following a Potential Change in Control but before a Change in Control and during the term of this Agreement if: (i) the termination is initiated, caused or directed by any person or group which has initiated a transaction, the consummation of which would result in a Change of Control; and (ii) the termination would have been by the Executive for any of the reasons enumerated in Paragraph 3(a)-3(d) or by the Corporation without Cause if a Change of Control had occurred on the date of the Potential Change in Control. (d) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Corporation or its Affiliates to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would but for this Paragraph 4(d), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions excise tax imposed under Section 4999 of Clause 33.3.4the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either (i) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”) or (ii) payable in full if the Executive’s receipt on an after-tax basis of the full amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in the event any Project AssetsExecutive receiving an amount greater than the Reduced Amount. The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle, essential for the efficient, economic and safe operation reduction shall be made in a manner consistent with the requirements of Section 409A of the Bus TerminalCode, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminalwhere two economically equivalent amounts are subject to reduction but payable at different times, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof such amounts shall be deemed to be Debt Due for the purposes of Termination Paymentreduced on a pro rata basis but not below zero. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 (a) Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal toto :- (ai) 5590% (fifty five per centninety percent) of the Debt Due less Insurance CoverCover as on the date of such Termination; and (ii) 70% (seventy percent) of the amount representing the Additional Termination Payment, if applicable. Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Phase I, save and except as provided herein below in this Clause 33.3 (a). Upon Termination on account of AuthorityConcessionaire’s Default during the Construction Period prior to COD of Phase I, no Termination Payment shall be due and payable for and in respect of expenditure comprising the first 40% (forty percent) of the Total Project Cost and in the event of expenditure exceeding such 40% (forty percent) and forming part of Debt Due, the provisions of this Clause 33.3 (a) shall, to the extent applicable to Debt Due, apply in respect of the expenditure exceeding such 40% (forty percent). By way of illustration, the Parties agree that if the total expenditure incurred prior to Termination is 90% (ninety percent) of the Total Project Cost, the expenditure eligible for computation of Termination Payment hereunder shall be 50% (fifty percent) of the Total Project Cost and the Termination Payment due and payable in such event shall not exceed 45% (forty five percent) of the Total Project Cost. The Parties further agree that for the purposes of this Clause 33.3 (a), Total Project Cost shall mean the amount specified in sub-clause (b) of the definition of Total Project Cost. (b) Upon Termination on account of an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (ai) Debt Due; and; (bii) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 (iii) 115% (one hundred and fifteen percent) of the amount representing the Additional Termination Payment, if applicable. (c) Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centd) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 37.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority MPRDC shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 37.3.2 Upon Termination on account of Authority’s a MPRDC Default, the Authority MPRDC shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and. 33.3.3 37.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 within15 (fifteen) days of a demand being made by the Concessionaire to the Authority MPRDC with the necessary particulars, and in the event of any delay, the Authority MPRDC shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority MPRDC of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 37.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 37 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon If an Early Termination on account Date occurs, the Non-Defaulting Party shall in good faith calculate its damages resulting from the termination of this Agreement (the "Termination Payment"). The Termination Payment will be determined by calculating the value (discounted to the Early Termination Date at a rate per annum equal to the average yield to maturity of United States Treasury Obligations having a comparable maturity date) of (i) the Fuel Gas that would have been delivered under this Agreement from the Early Termination Date through the end of the Term had the Agreement not been terminated (assuming 4,053 MMBtu/day of Fuel Gas would have been delivered) and (ii) the equivalent quantities and relevant market prices for Fuel Gas for the remaining term of this Agreement (either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for this Agreement). To ascertain the market prices of a Concessionaire Default occurring after COD of Bus Terminal replacement contract, the Authority Non-Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX gas futures contracts, quotations from leading dealers in gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. In the event ECT is the Defaulting Party, the Termination Payment shall be the difference between the value of clause (i) above and clause (ii) above. If Customer is the Defaulting Party, the Termination Payment shall be the difference between the value of clause (ii) above and clause (i) above. If the calculation of the Termination Payment does not result in a positive number, the Termination Payment shall be zero. The Non-Defaulting Party shall give the Defaulting Party written notice of the amount of the Termination Payment, inclusive of a statement showing its determination, and any associated costs and attorneys' fees incurred by the Non-Defaulting Party as a result of the breach of this Agreement by the Defaulting Party. The Defaulting Party shall pay the Termination Payment and such costs and attorneys' fees to the Non-Defaulting Party within ten days of receipt of such notice. At the time for payment of any amount due under this Section, each party shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of other party all additional amounts payable pursuant to this Agreement. All such unpaid claims amounts shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no netted and aggregated with any Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) Regardless of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delayEmployee's termination of Employment, the Authority shall NOVA will pay interest at a rate equal to 3% Employee (three per centor to his guardian, estate, or testamentary trust, as appropriate) above the Bank Rate on the amount of Termination compensation determined under Section 3, such amounts to be adjusted pro rata for the portion of the term of this Agreement completed on the date of termination. Employee shall also be entitled to reimbursement pursuant to Section 6 for expenses incurred in the performance of his duties hereunder prior to termination. In addition, Employee shall be entitled to receive the additional payments that are described in this Section 9 under the conditions that are described herein. Any payment not made when due under this Section 9, including without limitation any Gross-Up Payment remaining unpaid; provided that such delay under Section 9(d), shall not exceed 90 (ninety) days. For bear interest, compounded annually, at the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations prime rate as quoted in respect thereof hereunderThe Wall Street Journal ----------------------- plus 2%. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centi) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary contained in Section 8 hereof, if within twenty-four (24) months following the Effective Date, or within twenty-four (24) months following a Change in Control (as defined in Section 9(c)), Employee's employment with NOVA terminates for any reason, other than the circumstances described in Section 8(b) or 8(f), and other than a nonrenewal of this AgreementAgreement by Employee ("Termination Exclusions") (the date of such termination being referred to herein as the "Termination Date"), but subject NOVA will pay Employee the Gross-Up Payment as described in Section 9(d)(i), and a payment (the "Termination Payment") payable over two years (the two year period following the Termination Date is referred to herein as the "Severance Period"), which is the sum of the following: I. An aggregate of three (3) times Employee's Base Salary in effect on the Termination Date, one-half (1/2) of which will be paid at each of the first, and second anniversary of the Termination Date, calculated without regard to any reduction in Base Salary that may have occurred on or immediately prior to the provisions Termination Date (for purposes of Clause 33.3.4this Section 9, "Base Salary"). II. An aggregate of three (3) times fifty (50%) percent of Employee's Base Salary in effect on the Termination Date, one-half (1/2) of which will be paid at each of the first and second anniversary of the Termination Date. III. Continuation of benefits described in Section 4 for a period of two (2) years following the Termination Date; provided, however, that such benefits shall not be provided to the extent that such benefits are generally provided through an insurance contract with a licensed insurance company and such insurance company will not agree to insure for such benefits. IV. A one time severance payment of $600,000 payable within ten (10) days following the Termination Date. (ii) During the Severance Period, Employee shall comply with the non- disclosure obligations and covenants not to solicit or compete set forth in Sections 12 and 13 below. (c) A Change in Control will be deemed to have occurred for purposes hereof, if: (i) any person as such term is used in Sections 13(d) and 14(d) of the Securities Act of 1934, as amended (a "Person"), other than NOVA or a Person controlling, controlled by, or under common control with, NOVA or PMT (an "Affiliate"), and other than a trustee or other fiduciary holding securities under an employee benefit plan of NOVA, becomes the "beneficial owner" (as defined in SEC Rule 13d-3), directly or indirectly, of securities of NOVA or PMT representing more than 40% of the total voting power represented by NOVA's or PMT's then outstanding Voting Securities (for purposes of this section "Voting Securities" shall mean any securities of NOVA or PMT or their survivor which vote generally in the election of its directors), and, in the event any Project Assets, essential for the efficient, economic and safe operation case of the Bus Terminal, shall have been acquired and installed after change in the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent beneficial ownership of the Authority Voting Securities of NOVA, during any period of two (which consent shall not be unreasonably denied2) consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by NOVA's stockholders was approved by a sum equal to 80% (eighty per cent) vote of a majority of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for directors then still in office who either were directors at the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims beginning of the Concessionaire on account of Termination of this Agreement period or whose election or nomination for election was previously so approved, cease for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.to constitute a majority thereof; or

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) Regardless of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delayEmployee's termination of Employment, the Authority shall NOVA will pay interest at a rate equal to 3% Employee (three per centor to his guardian, estate, or testamentary trust, as appropriate) above the Bank Rate on the amount of Termination compensation determined under Section 3, such amounts to be adjusted pro rata for the portion of the term of this Agreement completed on the date of termination. Employee shall also be entitled to reimbursement pursuant to Section 6 for expenses incurred in the performance of his duties hereunder prior to termination. In addition, Employee shall be entitled to receive the additional payments that are described in this Section 9 under the conditions that are described herein. Any payment not made when due under this Section 9, including without limitation any Gross-Up Payment remaining unpaid; provided that such delay under Section 9(d), shall not exceed 90 (ninety) days. For bear interest, compounded annually, at the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations prime rate as quoted in respect thereof hereunderThe Wall Street Journal ----------------------- plus 2%. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per centi) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary contained in Section 8 hereof, if within twenty-four (24) months following the Effective Date, or within twenty-four (24) months following a Change in Control (as defined in Section 9(c)), Employee's employment with NOVA terminates for any reason, other than the circumstances described in Section 8(b) or 8(f), and other than a nonrenewal of this AgreementAgreement by Employee ("Termination Exclusions") (the date of such termination being referred to herein as the "Termination Date"), but subject NOVA will pay Employee the Gross-Up Payment as described in Section 9(d)(i), and a payment (the "Termination Payment") payable over two years (the two year period following the Termination Date is referred to herein as the "Severance Period"), which is the sum of the following: I. An aggregate of three (3) times Employee's Base Salary in effect on the Termination Date, one-half (2) of which will be paid at each of the first and second anniversary of the Termination Date, calculated without regard to any reduction in Base Salary that may have occurred on or immediately prior to the provisions Termination Date (for purposes of Clause 33.3.4this Section 9, "Base Salary"). II. An aggregate of three (3) times fifty (50%) percent of Employee's Base Salary in effect on the Termination Date, one-half (2) of which will be paid at each of the first and second anniversary of the Termination Date. III. Continuation of benefits described in Section 4 for a period of two (2) years following the Termination Date; provided, however, that such benefits shall not be provided to the extent that such benefits are generally provided through an insurance contract with a licensed insurance company and such insurance company will not agree to insure for such benefits. IV. A one time severance payment of $600,000 payable within ten (10) days following the Termination Date. (ii) During the Severance Period, Employee shall comply with the non- disclosure obligations and covenants not to solicit or compete set forth in Sections 12 and 13 below. (c) A Change in Control will be deemed to have occurred for purposes hereof, if: (i) any person as such term is used in Sections 13(d) and 14(d) of the Securities Act of 1934, as amended (a "Person"), other than NOVA or a Person controlling, controlled by, or under common control with, NOVA or PMT (an "Affiliate"), and other than a trustee or other fiduciary holding securities under an employee benefit plan of NOVA, becomes the "beneficial owner" (as defined in SEC Rule 13d-3), directly or indirectly, of securities of NOVA or PMT representing more than 40% of the total voting power represented by NOVA's or PMT's then outstanding Voting Securities (for purposes of this section "Voting Securities" shall mean any securities of NOVA or PMT or their survivor which vote generally in the election of its directors), and , in the event any Project Assets, essential for the efficient, economic and safe operation case of the Bus Terminal, shall have been acquired and installed after change in the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent beneficial ownership of the Authority Voting Securities of NOVA, during any period of two (which consent shall not be unreasonably denied2) consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by NOVA's stockholders was approved by a sum equal to 80% (eighty per cent) vote of a majority of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for directors then still in office who either were directors at the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims beginning of the Concessionaire on account of Termination of this Agreement period or whose election or nomination for election was previously so approved, cease for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.to constitute a majority thereof; or

Termination Payment. 33.3.1 Upon Termination on account of this Agreement due to a Force Majeure Event, Termination Payment shall be made to the Concessionaire Default occurring after COD of Bus Terminal by ULB in accordance with the following: (i) If Termination is due to a Force Majeure Event, the Authority shall pay described under Articles 12.1 (a) to (c), Termination Payment to the Concessionaire, by way which shall be limited to the 70% (seventy percent) of Termination Payment, an amount equal to:lower of the following amounts less Insurance Cover. (a) 55% Book Value (fifty five per centb) the replacement value of Project Facilities (excluding the Debt Due less Insurance Cover; Existing Assets, any other assets funded/ provided by the C&DS, UPJN and / or ULB and the Project Site) as assessed by an Approved Valuer, who shall be selected and appointed by the ULB, within 15 (fifteen) days of Termination, for submitting his assessment within 30 (thirty) days of his appointment hereunder. Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Duethe amount payable hereunder. For the avoidance of doubt, it is clarified that the Concessionaire hereby acknowledges that no Termination Payment shall not be due payable towards the Existing Assets, fixed assets funded/ provided by the ULB and / or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalC&DS, UPJN and the Project Site. 33.3.2 Upon (ii) If Termination on account of Authority’s Default, the Authority shall pay is due to the Concessionaireoccurrence of any event described under Articles 12.1(d), by way or 12.1(e), ULB shall make a Termination Payment to the Concessionaire of Termination Paymentan amount, an amount equal to:which shall be limited to the 100% (one hundred percent) of lower of the following amounts, less Insurance Cover. (a) Debt Due; andBook Value (b) 82.5% the replacement value of Project Facilities (eighty two point five per cent) of excluding the Adjusted Equity; and 33.3.3 Termination Payment Existing Assets, any other assets funded/ provided by the C&DS, UPJN / ULB and the Project Site), as assessed by an Approved Valuer, who shall become due be selected and payable to appointed by the Concessionaire ULB, within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particularsTermination, and in the event for submitting his assessment within 30 (thirty) days of his appointment hereunder Provided that if any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry insurance claims forming part of the Concession Period by efflux of timeInsurance Cover are not admitted and paid, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to then 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, unpaid claims shall be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary included in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation computation of the Bus Terminalamount payable hereunder. For avoidance of doubt, shall have been acquired and installed after it is clarified that the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent Termination Payment shall not be unreasonably deniedpayable towards the Existing Assets, a sum equal fixed assets funded/ provided by the ULB / C&DS, UPJN and the Project Site. (iii) If Termination is due to 80% (eighty per cent) the occurrence of the Adjusted Depreciated Value thereof event described under Article 12.1 (f) or 12.1 (g), ULB shall make Termination Payment to the Concessionaire of an amount that would be payable under Article 14.2(g) as if it were ULB Event of Default. Provided ULB shall be deemed entitled to be Debt Due for deduct from the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full any amount due and final settlement of all claims of recoverable by ULB from the Concessionaire as on account of the Termination Date. Provided, no Termination Payment shall be payable to the Concessionaire if the Concessionaire fails to maintain Insurance Cover in accordance with Article 6.9 of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseAgreement.

Termination Payment. 33.3.1 Upon Termination on account of this Agreement due to a Concessionaire Default occurring after COD of Bus Terminal Force Majeure Event, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay made to the Concessionaire, Concessionaire by way of Termination Payment, an amount equal toNDMC in accordance with the following: (ai) Debt Due; and (bIf Termination is due to a Force Majeure Event, described under Clauses 9.1(a) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time9.1(e), no Termination Payment shall be due and payable made by NDMC to the Concessionaire; provided that in Concessionaire but, the Concessionaire shall be entitled to receive and appropriate the proceeds of any amounts under insurance policies (ii) If Termination is due to the occurrence of any event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denieddescribed under Clauses 9.1(f), a payment equal to 80% (eighty per cent9.1(g) of the adjusted depreciated value of such Project Assets shallor 9.1(h), notwithstanding the provisions of Clause 33.4.1, be made by the Authority NDMC shall pay to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions Concessionaire Termination Payment of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80depreciated Book Value of the Project Facilities. For the purpose of this clause, the Book Value is the value net of depreciatded computed computed on straight line basis @ 14.29% (eighty considering age of facilities as 7 years) per centyear. The Concessionaire would also be allowed to appropriate the amounts in the Retention Money Account. (iii) If Termination is due to the occurrence of any event described under Clause 9.1(i), NDMC shall subject to the certification of Independent Consultant, pay to the Concessionaire, Termination payment equal to depreciated Book Value of the Adjusted Depreciated Project Facilities. For the purpose of this clause, the Book Value thereof is the value net of depreciatded computed computed on straight line basis @ 14.29% (considering age of facilities as 7 years) per year. The Concessionaire would also be allowed to appropriate the amounts in the Retention Money Account. Provided NDMC shall be deemed entitled to be Debt Due for deduct from the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full any amount due and final settlement of all claims of recoverable by NDMC from the Concessionaire as on account of the Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseDate.

Termination Payment. 33.3.1 31.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 31.3.2 Upon Termination on account of Authority’s a Concessioning Authority Default, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5100% (eighty two point five one hundred per cent) of the Adjusted Equity; and. 33.3.3 31.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Concessioning Authority with the necessary particulars, and in the event of any delay, the Concessioning Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Concessioning Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 31.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 31 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon As soon as practicable after an Early Termination on account of a Concessionaire Default occurring after COD of Bus Terminal Date is declared, the Authority Non-Defaulting Party shall pay provide Notice to the ConcessionaireDefaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, by way including any Forward Settlement Amount (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, an amount equal to: (a) 55% (fifty five per cent) including the Forward Settlement Amount, together with appropriate supporting documentation. No Forward Settlement Amount will be assessed for any Termination Payment when Buyer is the Non-Defaulting Party and Seller is the Defaulting Party if this Agreement is terminated before the Term Start Date, provided that Buyer may be entitled to retain certain Development Security and Performance Assurance subject to and in accordance with the terms of Exhibit F. Notwithstanding the Debt Due less Insurance Cover; Provided that foregoing, if any insurance claims forming part of the Insurance Cover are not admitted Early Termination Date occurs before the Term Start Date and paidBuyer is the Defaulting Party, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account owed to Seller and shall equal the sum of the actual, documented and verifiable costs incurred by Seller between the Effective Date and the Early Termination Date, less the fair market value (determined in a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per centcommercially reasonable manner) of (A) all the Adjusted EquityProject’s assets individually, or (B) the entire Project, whichever is greater, regardless of whether or not any Project asset or the entire Project is actually sold or disposed of; and 33.3.3 provided, in no case shall such Termination Payment shall become due and payable be greater than [Buyer Note: $TBD] or be less than zero dollars ($0). There will be no amount owed to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and Buyer. The Parties agree that Seller’s damages in the event of any delayan Early Termination Date prior to the Term Start Date caused by Xxxxx’s default would be difficult or impossible to determine and that the damages set forth in this Section 6.03(b) are a reasonable approximation of Seller’s harm or loss. If the Termination Payment is positive, the Authority Defaulting Party shall pay interest at a rate equal such amount to 3% the Non-Defaulting Party within ten (three per cent10) above Business Days after the Bank Rate on Notice is provided. If the amount of Termination Payment remaining unpaidis negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non-Defaulting Party shall pay such amount to the Defaulting Party within ten (10) Business Days after the Notice is provided; provided provided, however, that such delay shall not exceed 90 (ninety) days. For if Seller is the avoidance Defaulting Party as a result of doubt, it is expressly agreed that an Efficiency Rating Deficiency and the Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of timeis negative, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shallthen, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything any provision to the contrary in this Agreementthe foregoing, but subject Buyer, as the Non-Defaulting Party, shall make no payment to Seller. The Parties shall negotiate to resolve any disputes regarding the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation calculation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure in Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any lawTen. EXCEPT AS SET FORTH HEREIN, treatyTHERE ARE NO WARRANTIES BY EITHER PARTY UNDER THIS AGREEMENT, conventionINCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, contract or otherwiseAND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY WILL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. SUBJECT TO SECTION 10.04, IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PROVISIONS OF SECTION 9.03 (INDEMNITY), NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. NOTHING IN THIS ARTICLE PREVENTS, OR IS INTENDED TO PREVENT BUYER FROM PROCEEDING AGAINST OR EXERCISING ITS RIGHTS WITH RESPECT TO ANY DEVELOPMENT SECURITY OR PERFORMANCE ASSURANCE.

Termination Payment. 33.3.1 Upon As soon as practicable after an Early Termination on account of a Concessionaire Default occurring after COD of Bus Terminal Date is declared, the Authority Non-Defaulting Party shall provide Notice to the Defaulting Party of the Termination Payment. The Notice must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the ConcessionaireNon-Defaulting Party within ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., by way the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non-Defaulting Party shall pay such amount to the Defaulting Party within thirty (30) days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation as provided in ARTICLE Fourteen.. LIMITATIONS OF LIABILITIES EXCEPT AS SET FORTH HEREIN, an amount equal to: THERE ARE NO WARRANTIES BY EITHER PARTY UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY WILL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. SUBJECT TO SECTION Fourteen.3, IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PROVISIONS OF SECTION Twelve.3 (a) 55% (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably deniedINDEMNITY), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shallNEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, notwithstanding the provisions of Clause 33.4.1INCIDENTAL, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this AgreementPUNITIVE, but subject to the provisions of Clause 33.3.4EXEMPLARY OR INDIRECT DAMAGES, in the event any Project AssetsLOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, essential for the efficientBY STATUTE, economic and safe operation of the Bus TerminalIN TORT OR CONTRACT, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus TerminalUNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, with prior written consent of the Authority (which consent shall not be unreasonably deniedINCLUDING THE NEGLIGENCE OF ANY PARTY, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any lawWHETHER SUCH NEGLIGENCE BE SOLE, treatyJOINT OR CONCURRENT, conventionOR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, contract or otherwise.THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. NOTHING IN THIS ARTICLE PREVENTS, OR IS INTENDED TO PREVENT ANAHEIM FROM PROCEEDING AGAINST OR EXERCISING ITS RIGHTS WITH RESPECT TO ANY DEVELOPMENT SECURITY. CREDIT AND COLLATERAL REQUIREMENTS

Termination Payment. 33.3.1 37.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due (which shall in no case be more than 70% of the Total Project Cost) less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. (which shall in no case be more than 70% of the Total Project Cost) For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 37.3.2 Upon Termination on account of Authority’s a Concessioning Authority Default, the Concessioning Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt DueDue (which shall in no case be more than 70% of the Total Project Cost); and (b) 82.5100% (eighty two point five one hundred per cent) of the Adjusted Equity; and. 33.3.3 (c) Less: Insurance Cover, provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of the Debt Due. 37.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Concessioning Authority with the necessary particulars, and in the event of any delay, the Concessioning Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Concessioning Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 37.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 37 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 31.3.1 Upon Termination on account of a Concessionaire Default occurring after COD during the Operation Period, (post occurrence of Bus Terminal , Final COD) the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubtHowever, the total termination payment by the authority to the concessionaire in any case shall not exceed the depreciated value of assets/project on the date of termination. 31.3.2 Upon Termination on account of Concessionaire hereby acknowledges that Default during the Construction Period, prior to the Final COD, no Termination Payment shall be due or and payable on account for and in respect of a Concessionaire Default occurring prior expenditure comprising the first forty per cent (40%) of the Project Cost and in the event of expenditure exceeding such forty per cent (40%) and forming part of Debt Due, the provisions of Clause 31.3.1 shall, to COD the extent applicable to Debt Due, apply for and in respect of Bus Terminalthe expenditure exceeding such forty per cent (40%). 33.3.2 31.3.3 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 100% (one hundred per cent) of the proportionate Debt Due; less any insurance proceeds and (b) 82.5150% (eighty two point five per centone hundred and fifty percent) of the proportionate Adjusted Equity; andEquity Note: For the avoidance of doubt, Debt Due and Adjusted Equity payable shall be in proportion to the value of work done, as determined by the Independent Expert. The Equity and Debt Due shall be arrived at by adopting the proportion between debt and equity as specified in the Financing Agreements. 33.3.3 31.3.4 The Concessionaire expressly agrees that upon expiry of the Concession Period or the extended Concession Period in accordance with Clause 31.9, no Termination Payment shall be due and payable by the Authority to the Concessionaire. 31.3.5 Termination Payment shall become due and payable to the Concessionaire within 15 60 (fifteensixty) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Prime Lending Rate (PLR) on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 120 (ninetyOne Hundred & Twenty) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 31.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 31 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. 31.3.7 The Parties also agree that for the purposes of computing Termination Payment, the Debt Due shall at no time exceed 70% (Seventy per cent) of the Total Project Cost.

Termination Payment. 33.3.1 31.3.1 Upon Termination on account of a Concessionaire Default occurring after COD during the Operation Period, (post occurrence of Bus Terminal , Final COD) the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubtHowever, the total termination payment by the authority to the concessionaire in any case shall not exceed the depreciated value of assets/project on the date of termination. 31.3.2 Upon Termination on account of Concessionaire hereby acknowledges that Default during the Construction Period, prior to the Final COD, no Termination Payment shall be due or and payable on account for and in respect of a Concessionaire Default occurring prior expenditure comprising the first forty per cent (40%) of the Project Cost and in the event of expenditure exceeding such forty per cent (40%) and forming part of Debt Due, the provisions of Clause 31.3.1 shall, to COD the extent applicable to Debt Due, apply for and in respect of Bus Terminalthe expenditure exceeding such forty per cent (40%). 33.3.2 31.3.3 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 100% (one hundred per cent) of Debt Due; less any insurance proceeds and (b) 82.5150% (eighty two point five per centone hundred and fifty percent) of the Adjusted Equity; andEquity Note: For the avoidance of doubt, Debt Due and Adjusted Equity payable shall be in proportion to the value of work done, as determined by the Independent Expert. The Equity and Debt Due shall be arrived at by adopting the proportion between debt and equity as specified in the Financing Agreements. 33.3.3 31.3.4 The Concessionaire expressly agrees that upon expiry of the Concession Period or the extended Concession Period in accordance with Clause 31.9, no Termination Payment shall be due and payable by the Authority to the Concessionaire. 31.3.5 Termination Payment shall become due and payable to the Concessionaire within 15 60 (fifteensixty) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Prime Lending Rate (PLR) on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 120 (ninetyOne Hundred & Twenty) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 31.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 31 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise. 31.3.7 The Parties also agree that for the purposes of computing Termination Payment, the Debt Due shall at no time exceed 70%(Seventy per cent) of the Total Project Cost.

Termination Payment. 33.3.1 26.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal towhich shall be limited to 70% (seventy percent) of lower of the following amounts, less Insurance Cover: (a) 55% (fifty five per cent) Book Value of fixed assets forming part of the Debt Due less Insurance Cover; Total Project Cost and Specified Assets; (b) the replacement value of fixed assets forming part of the Total Project Cost and the Specified Assets, as assessed by an Approved Valuer, who shall be selected and appointed by the Authority, within 15 (fifteen) days of Termination, for submitting his assessment within 30 (thirty) days of his appointment hereunder Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. the amount payable hereunder. 26.3.2 For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 26.3.3 Upon Termination on account of a the Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal towhich shall be limited to the 115% (one hundred fifteen percent) of lower of the following amounts, less Insurance Cover : (a) Debt Due; andBook Value of fixed assets forming part of the Total Project Cost and the Specified Assets; (b) 82.5the replacement value of fixed assets forming part of the Total Project Cost and the Specified Assets, as assessed by an Approved Valuer, who shall be selected and appointed by the Authority, within 15 (fifteen) days of Termination, for submitting his assessment within 30 (thirty) days of his appointment hereunder Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty two point five per cent) of such unpaid claims shall be included in computation of the Adjusted Equity; andamount payable hereunder. 33.3.3 26.3.4 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 32% (three per cent) above the Bank Rate SBI PLR on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 28.4.1 Upon Termination on account of a Concessionaire SPD Default occurring after COD of Bus Terminal during the Operation Period, the Authority Railways shall pay to the ConcessionaireSPD, by way of Termination Payment, an amount equal toto : (a) 5590% (fifty five ninety per cent) of the Debt Due less CFA paid &Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire SPD hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire an SPD Default occurring prior to COD of Bus Terminaland the SPD will take over the project assets on as is where is basis and restore the Railway premises and return CFA paid . 33.3.2 28.4.2 Upon Termination on account of Authority’s a Railways Default, the Authority Railways shall pay to the ConcessionaireSPD, by way of Termination Payment, an amount equal to: (a) 28.4.3 Debt Due; andDue less CFA and Insurance Cover; (b) 82.528.4.4 150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 28.4.5 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment. 28.4.6 Termination Payment shall become due and payable to the Concessionaire SPD within 15 45 (fifteenforty five) days of a demand being made by the Concessionaire SPD to the Authority Railways with the necessary particulars, and in the event of any delay, the Authority Railways shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority Railways of its payment obligations in respect thereof hereunder. 33.3.4 . Upon Termination on expiry of the Concession Agreement Period on “Expiration Date” by efflux of time, no Termination Payment shall be due and payable to the ConcessionaireSPD; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority Railways (which consent shall not be unreasonably denied), a payment Termination Payment equal to 80% (eighty per cent) of the adjusted depreciated value Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.134.4.1, be made by the Authority Railways to the ConcessionaireSPD. 33.3.5 28.4.7 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.434.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalSolar Power System, shall have been acquired and installed after the 20th (twentieth) [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority Railways (which consent shall not be unreasonably denied), a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 28.4.8 The Concessionaire SPD expressly agrees that Termination Payment under this Article 33 34 shall constitute a full and final settlement of all claims of the Concessionaire SPD on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire SPD or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority Tenant shall pay to Landlord concurrently with its delivery to Landlord of the ConcessionaireTermination Notice a cash termination payment (the “Termination Payment”) equal to the sum of the following amounts: (A) The Base Rent due for the calendar month prior to the month in which the Termination Date will occur multiplied by three; plus (B) One Hundred Thirty Nine Thousand Fifty One and 75/100 Dollars ($139,051.75); plus (C) The unamortized cost of the following amounts calculated as of the Termination Date: (1) All brokerage commissions paid or incurred by Landlord in connection with the Lease and this First Amendment; plus (2) The cost of all tenant improvement work (and all architectural and space planning fees associated therewith) paid or incurred by Landlord to finance the construction of the improvements described in the Work Letter Agreement attached to the Lease as Exhibit “D” and to finance the construction of the improvements described in the Work Letter Agreement attached to this First Amendment as Exhibit B. The amounts described in (C)(1) and (2) above shall be amortized on a straight line basis over the initial five (5) year term of the Lease. For example, by way if the amounts described in (C)(1) and (2) were $500,000 and the Termination Date was the last day of the third year of the initial term, the unamortized portion of the amounts described in (C)(1) and (2) above that would be payable to Landlord would be $200,000. If Tenant fails to deliver the Termination Payment to Landlord with the Tenant Notice, time being of the essence, Tenant’s written notice to Landlord electing to exercise the Termination Option shall be void and of no force and effect. Tenant shall have the right to provide a written request to Landlord specifying a proposed Termination Date, and requesting Landlord’s calculation of the Termination Payment, an amount equal to: and within thirty (a30) 55% (fifty five per cent) days after receiving Tenant’s request, Landlord shall provide Tenant with its calculation of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Termination Payment as of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no proposed Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalDate. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 34.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 5590% (fifty five ninety per cent) of the Debt Due less Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 34.3.2 Upon Termination on account of Authority’s Defaulta MORDefault, the Authority MOR shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and; (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 (c) 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment. 34.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 45 (fifteenforty five) days of a demand being made by the Concessionaire to the Authority MOR with the necessary particulars, and in the event of any delay, the Authority MOR shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority MOR of its payment obligations in respect thereof hereunder. 33.3.4 34.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a payment Termination Payment equal to 80% (eighty per cent) of the adjusted depreciated value Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.134.4.1, be made by the Authority MOR to the Concessionaire. 33.3.5 34.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.434.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th (twentieth) [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority MOR (which consent shall not be unreasonably denied), a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 34.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 34 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account (a) If the Executive's employment is terminated as a result of a Concessionaire Default occurring after COD of Bus Terminal death or disability, the Authority shall pay lump sum Termination Payment payable to the ConcessionaireExecutive shall be equal to 100% of the Executive's then current annual base salary and all vested options; (b) If the Executive's employment is terminated by the Company for any reason other than death, by way disability or Cause, the lump sum Termination Payment payable to the Executive shall be equal to 100% of the Executive's then current annual base salary and all vested options; (c) It is the intention of the Company and the Executive that no portion of the Termination PaymentPayment and any other "payments in the nature of compensation" (as defined in Section 280(3 of the Code and the regulations adopted thereunder) to or for the benefit of the Executive under this Agreement, or under any other agreement, plan or arrangement, be deemed to be an "excess parachute payment" as defined in Section 280(3 of the Code. It is agreed that the present value of the Total Payments shall not exceed an amount equal to: to two and ninety-nine hundredths (2.99) times the Executive's Base Period Income, which is the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code or which the Company may pay without loss of deduction under Section 280G(a) of the Code. Present value for purposes of this Agreement shall be calculated in accordance with the regulations issued under Section 280(3 of the Code. Within sixty (60) days following delivery of the Notice of Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an excess parachute payment as defined in Section 2800 of the Code, the Executive and the Company shall, at the Company's expense, obtain such opinions as more fully described hereafter, which need not be unqualified, of legal counsel and certified public accountants or a firm of recognized executive compensation consultants. The Executive shall select said legal counsel, certified public accountants and executive compensation consultants; provided, however, that if the Company does not accept one (1) or more of the parties selected by the Executive, the Company shall provide the Executive with the names of such legal counsel, certified public accountants and/or executive compensations consultants as the Company may select; provided, further, however, that if the Executive does not accept the party or parties selected by the Company, the legal counsel, certified public accountants and/or executive compensation consultants selected by the Executive and the Company, respectively, shall select the legal counsel, certified public accountants add/or executive compensation consultants, whichever is applicable, who shall provide the opinions required by this Section 13(d). The opinions required hereunder shall set forth (a) 55% (fifty five per cent) the amount of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Base Period Income of the Insurance Cover are not admitted Executive, (~'.~} the present value of Total Payments and paid(c) the amount and present value of any excess parachute payments. In the event that such opinions determine that there would be an excess parachute payment, the Termination Payment or any other payment determined by such counsel to be includable in Total Payments shall be reduced or eliminated as specified by the Executive in writing delivered to the Company within thirty (30) days of his or her receipt of such opinions or, if the Executive fails to so notify the Company, then 80% (eighty per cent) as the Company shall reasonably determine, so that under the bases of calculation set forth in such unpaid claims opinions there will be no excess parachute payment. The provisions of this Section 13(d), including the calculations, notices and opinions provided for herein shall be included based upon the conclusive presumption that the compensation and benefits provided for in Section 6 herein and any other compensation, including but not limited to the Accrued Benefits, are reasonable compensation for services rendered; provided, however, that in the computation event legal counsel so requests in connection with the opinion required by this Section 13(d), a firm of Debt Duerecognized executive compensation consultants, selected by the Executive and the Company pursuant to the procedures set forth above, shall provide an opinion, upon which such legal counsel may rely, as to the reasonableness of any item of compensation as reasonable compensation for services rendered. For In the avoidance event that the provisions of doubt, Sections 280G and 4999 of the Concessionaire hereby acknowledges that Code are repealed without succession this Section 12(d) shall be of no further force or effect; (d) The Termination Payment shall be due payable in a lump sum not later than ten (10) days following the Executive's Termination Date. Such lump sum payment shall not be reduced by any present value or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultsimilar factor. Further, the Authority Executive shall pay not be required to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on mitigate the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge payment by the Authority of its securing other employment or otherwise and such payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) reduced by reason of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement Executive securing other employment or for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseother reason.

Termination Payment. 33.3.1 Upon As soon as practicable after an Early Termination on account of a Concessionaire Default occurring after COD of Bus Terminal Date is declared, the Authority Non-Defaulting Party shall provide Notice to the Defaulting Party of the amount of the Termination Payment. The Notice must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment including the Settlement Amount, together with appropriate supporting documentation. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay to the ConcessionaireDefaulting Party, within thirty (30) calendar days after the Notice is provided, any amounts owed by way the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. If a Party disputes the other Party’s calculation of the Termination Payment, an amount equal to: in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to the other Party a detailed written explanation of the basis for such dispute. Any disputes as to the calculation of the Termination Payment which the Parties are unable to resolve may be submitted to dispute resolution as provided in Article 10. Reserved Suspension of Performance Notwithstanding any other provision of this Agreement, if (a) 55% an Event of Default or (fifty five per centb) a Potential Event of Default shall have occurred and be continuing, the Non-Defaulting Party, upon Notice to the Defaulting Party, shall have the right (i) to suspend performance under this Agreement and (ii) to the extent an Event of Default shall have occurred and be continuing to exercise any remedy available at law or in equity. Rights and Obligations Surviving Termination or Expiration The rights and obligations that are intended to survive a termination or expiration of this Agreement are all of those rights and obligations that this Agreement expressly provides survive any such termination or expiration and those that arise from a Party’s covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time before or as a result of the Debt Due less Insurance Covertermination or expiration of this Agreement, including: A Party’s obligation to provide information, including but not limited to Sections 3.3, 5.7, 6.2 and 6.4. A Party’s obligations with respect to invoices and payments pursuant to this Agreement; Provided The obligation of Seller to maintain Performance Assurance as set forth in Section 5.1; The obligation of Buyer to return any Performance Assurance under Section 5.3; The right to pursue remedies as set forth in Sections 9.2(d) and Article 10; The obligations with respect to a Termination Payment as set forth in Section 9.3; The dispute resolution provisions of Article 10; The indemnity obligations expressly set forth in this Agreement; The limitation of liabilities as set forth in Sections 3.5, 6.1 and Article 12; and The obligation of confidentiality as set forth in Article 13. DISPUTE RESOLUTION Dispute Resolution Other than requests for provisional relief under Section 10.5, any and all Disputes which the Parties have been unable to resolve by informal methods after undertaking a good faith effort to do so, must first be submitted to mediation under the procedures described in Section 10.3 below, and if the matter is not resolved through mediation, then for final and binding arbitration under the procedures described in Section 10.4 below. The Parties waive any right to a jury and agree that if any insurance claims forming part there will be no interlocutory appellate relief (such as writs) available. Any Dispute resolution process pursuant to this Article 10 shall be commenced within one (1) year of the Insurance Cover date of the occurrence of the facts giving rise to the Dispute, without regard to the date such facts are discovered; provided, if the facts giving rise to the Dispute were not admitted and paidreasonably capable of being discovered at the time of their occurrence, then 80% such one (eighty per cent1) year period shall commence on the earliest date that such facts were reasonably capable of being discovered. If the Dispute resolution process pursuant to Article 10 with respect to a Dispute is not commenced within such unpaid claims one (1) year time period, such Dispute shall be included in the computation of Debt Duebarred, without regard to any other limitations period set forth by law or statute. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of Negotiation Except for disputes arising with respect to a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Adjusted Equity; and 33.3.3 Termination Payment Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall become due and payable refer the matter to the Concessionaire within 15 designated senior officers of their respective companies, who shall have authority to settle the dispute (fifteen"Executive(s)"). Within five (5) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry Business Days of the Concession Period by efflux of timeInitial Negotiation End Date ("Referral Date"), no Termination Payment each Party shall be due provide one another written notice confirming the referral and payable to identifying the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic name and safe operation title of the Bus Terminal, shall have been acquired and installed after Executive who will represent the 20th anniversary of COD of Bus Terminal, with prior written consent Party. Within five (5) Business Days of the Authority (Referral Date the Executives shall establish a mutually acceptable location and date, which consent date shall not be unreasonably denied)greater than thirty (30) calendar days from the Referral Date, a payment equal to 80% (eighty per cent) of meet. After the adjusted depreciated value of such Project Assets shallinitial meeting date, notwithstanding the provisions of Clause 33.4.1, Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic confidential and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal used or referred to 80% in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (eighty per cent45) calendar days of the Adjusted Depreciated Value thereof shall Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be deemed to be Debt Due resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims explanation of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that dispute then either Party may refer the Concessionaire or any shareholder thereof shall not have any further right or claim under any lawmatter directly to Arbitration, treaty, convention, contract or otherwiseas set forth in Section 10.4 below.

Termination Payment. 33.3.1 29.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall shall: (a) pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For . (b) encash and appropriate the avoidance Construction Period Performance Security and or the Operation Period Performance Security as the case may be; (c) encash and appropriate the Mobilization Advance Security, for and in respect of doubtthe Mobilization Advance outstanding, if any and interest thereon, as agreed pre- determined compensation to the Concessionaire hereby acknowledges that no Authority for any losses, delays and cost of completing the works and maintenance activities under this Agreement. 29.3.2 Upon Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD during the Construction Period, the Authority shall: (a) pay as Termination Payment, the Annuity Payments which are due based on the Milestone achieved which is in terms of Bus Terminalthe Physical Progress made by the Concessionaire in the Project but have remained unpaid. 33.3.2 (b) encash and appropriate the Construction Period Performance Security and or the Operation Period Performance Security as the case may be; (c) encash and appropriate the Mobilization Advance Security, for and in respect of the Mobilization Advance outstanding, if any and interest thereon, as agreed pre- determined compensation to the Authority for any losses, delays and cost of completing the works and maintenance activities under this Agreement 29.3.3 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire: (a) if such Termination occurs during the Construction Period, by way of Termination Payment, an amount equal to: (ai) Debt Due; and (bii) 82.5120% (eighty two point five one hundred and twenty per cent) of the Adjusted Equity. (b) if such Termination occurs during the Operation Period, by way of Termination Payment, an amount equal to: (i) Debt Due; and 33.3.3 (ii) 100% (one hundred per cent) of the discounted value of future net cash flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%. (c) Along with the payment under Article 29.3.3, the Authority shall: (i) return the Construction Period Performance Security and / or the Operation Period Performance Security as the case may be, forthwith; (ii) encash and appropriate the Mobilization Advance Security, for and in respect of the Mobilization Advance outstanding, if any and interest thereon. 29.3.4 Termination Payment shall become due and payable to the Concessionaire within 15 30 (fifteenthirty) days from the date of a Termination and demand being made by the Concessionaire to the Authority with the necessary particulars, details and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate Rate, on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 29.3.5 The Concessionaire expressly agrees that Termination Payment under this Article 33 29 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon ‌ 30.3.1 Subject to terms herein below, upon Termination on account of a Concessionaire Default occurring during the Concession Period, the Performance Security shall be forfeited, and the Concessionaire would continue to be liable towards any antecedent liability, all obligations accrued before the effective date of the termination and also for the obligations including Divestment Requirements that must be fulfilled in terms hereof after COD termination. In the event of Bus Terminal Authority terminating the Agreement on account of Concessionaire Default and in addition to the Authority forfeiting the Performance Security, as stated above, the Authority shall pay to Concessionaire 70% (seventy percent) of the Unexpired Cash Flow. 30.3.2 Subject to terms herein below, upon Termination on account of an Authority Default, the Authority shall pay to the Concessionaire, Concessionaire by way of Termination Payment, Payment an amount equal to: (a) 55105% (fifty one hundred and five per centpercent) of the Debt Due less Insurance Cover; Provided that if Unexpired Cash Flow. 30.3.3. The Authority and the Concessionaire hereby acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, and without prejudice to their any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubtother respective right or remedy, the Concessionaire hereby acknowledges that no shall be entitled to receive Termination Payment only upon furnishing to the Authority No Objection Certificate (NOC) issued by Lenders/Lenders’ Representative recording/effecting release, vacation/discharge of the charge on Project receivables (if any) created by Concessionaire for securing repayment of the Debt. Further, the Parties agree that in the event of failure of Concessionaire to procure vacation/discharge of such charge as evidenced by NOC, Authority shall be entitled to procure the same by paying the Termination Payment directly to Lenders/Lenders Representative to the extent of outstanding Debt due, without any further reference to or consent of Concessionaire, and such payment by Authority shall be due or payable on account discharge of a payment obligations towards Concessionaire Default occurring prior in terms herein; and for this purpose the Concessionaire hereby appoints, nominates and constitutes the Authority its duly constituted attorney to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultdo all acts, things, deeds required for paying directly to Lenders , the Lenders Debt due , and procuring discharge of charge, pursuant to terms above. In this regard, it is hereby further agreed by Concessionaire that in case Termination Payment falls short of amount required to vacate the charge, Authority shall pay be entitled to encash and tap the Performance Security for the same, and balance if still outstanding shall be promptly paid by Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 . Termination Payment shall shall, subject to terms hereof, become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire furnishing NOC to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per centpercent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment to be paid subject to and in accordance with terms hereof shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry . For the purposes of this clause and the Concession Period by efflux of timeAgreement, no Termination Payment the Lender’s Debt due shall be mean the outstanding principal amount and interest thereon, financial fees as due and payable to the Concessionaire; provided that in the event any Project Assetsas on Transfer Date, essential and for the efficient, economic and safe operation determination of the Bus Terminal, shall have been acquired and installed after same the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not Financing Documents may be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made relied upon by the Authority to the ConcessionaireAuthority. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 30.3.4. The Concessionaire expressly agrees that Termination Payment to be paid subject to terms under this Article 33 30 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof it shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon a termination of this Agreement pursuant to Section 15.3 hereof, Contractor shall be entitled to receive a termination payment (the “Termination on account of a Concessionaire Default occurring after COD of Bus Terminal , the Authority shall pay Payment”) equal to the Concessionaire, by way sum of Termination Payment, an amount equal to: (ai) 55% (fifty five per cent) that portion of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paidContract Sum, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become which is due and payable to Contractor by Concessionaire and applicable to the Work completed up to the date of termination and which has not previously been paid to Contractor, (ii) the direct, out-of- pocket costs reasonably incurred by Contractor in withdrawing its equipment and personnel from the Project Right of Way and in otherwise demobilizing, and (iii) the direct, out-of-pocket costs reasonably incurred by Contractor in terminating contracts with Subcontractors. Representatives of Concessionaire and Contractor shall determine the Contract Sum amount referred to in clause (i) above in accordance with the Payment and Values Schedule, and Contractor shall document the costs claimed under clause (ii) above to Concessionaire’s reasonable satisfaction and shall supply Concessionaire with copies of the Subcontractor invoices covering amounts claimed under clause (iii) above. Contractor shall submit an invoice to Concessionaire for the Termination Payment with the supporting information and documents referred to above, and Concessionaire shall pay such invoice within 15 thirty (fifteen30) days after its receipt of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but same subject to the provisions of Clause 33.3.4this Section 4.4. and unless it disputes certain elements thereof, in which event only the undisputed portion of the Termination Payment need be made within such 30-day period and the dispute over the remainder of the claimed Termination Payment may be submitted to the appropriate dispute resolution process provided under Article 19. The Termination Payment shall be subject to offset for amounts payable by Contractor to Concessionaire. As a condition precedent to receiving the Termination Payment, Contractor shall comply with all the provisions of Section 15.4 hereof. Payment of the Termination Payment shall be the sole and exclusive liability of Concessionaire, and the sole and exclusive remedy of Contractor, with respect to termination of this Agreement pursuant to Section 15.3 hereof. In no event shall Concessionaire have any further liability to Contractor in any such event for actual, incidental, consequential or other damages, notwithstanding the actual amount of damages that Contractor may have sustained in connection with a termination pursuant to Section 15.3 hereof. Calculation of the Termination Payment has been agreed upon and fixed hereunder because of the difficulty of ascertaining the exact amount of such damages Contractor will actually sustain in the event any Project Assets, essential for the efficient, economic and safe operation of a termination of the Bus TerminalWork pursuant to Section 15.3 hereof, shall have been acquired and installed after Concessionaire and Contractor agree that the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent calculation of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwiseis reasonable.

Termination Payment. 33.3.1 31.3.1 Upon Termination on account of a Concessionaire Default during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to 65% (sixty five per cent) of the sum of Annuity Payments remaining unpaid for and in respect of the Concession Period, including interest thereon up to the Transfer Date. 31.3.2 Upon termination on account of a Concessionaire default the concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring after COD prior to COD. 31.3.3 Upon Termination on account of Bus Terminal an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (i) In case the termination occurs prior to COD (a) 55% (fifty five per cent) of the Debt Due payment calculated as per the table below less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. Further the Debt Due would be calculated as per the table provided below: Payment Milestone Basis of calculation for Debt Due payment For the avoidance of doubt, it is clarified that in case of termination happening in between two Payment Milestones, for the Concessionaire hereby acknowledges that no Termination Payment shall purpose of calculation of Debt Due, the milestone achieved would only be due considered; and (b) 150% (one hundred and fifty per cent) of the Adjusted Equity; (ii) In case the termination occurs on or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultafter COD, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) to sum of Annuity Payments remaining unpaid for and in respect of the Adjusted Equity; andConcession Period, including interest thereon up to the Transfer Date. 33.3.3 31.3.4 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the daily average Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 31.3.5 The Concessionaire expressly agrees that Termination Payment under this Article 33 31 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 39.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal this Agreement pursuant to Clause 36.8 (Termination due to Force Majeure), the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55% Base Senior Debt Termination Amount; PLUS (fifty five per centb) of the Debt Due less Equity At Par; (c) LESS Insurance Cover; Provided that if any insurance claims forming part 39.3.2 Upon Termination of this Agreement during operation Period, pursuant to Clause 39.1 (Termination for Concessionaire Default), the Insurance Cover are not admitted and paidAuthority shall pay to the Concessionaire, then 80% by way of Termination Payment, an amount equal to: (eighty per centa) of such unpaid claims shall be included in the computation of Base Senior Debt DueTermination Amount. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD Completion of Bus TerminalMedical Facility. 33.3.2 39.3.3 Upon Termination on account of Authority’s this Agreement pursuant to Clause 39.2 (Termination for Authority Default), the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Base Senior Debt DueTermination Amount; andPLUS (b) 82.5150% (eighty two point five per cent) of the Adjusted Equity; and; 33.3.3 39.3.4 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to [3% (three per cent) )] above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 39.3.5 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal Tenant acknowledges that, the Authority shall pay pursuant to the ConcessionaireGround Lease, by way Tenant shall be obligated to make certain additional payments to Landlord in the event the Ground Lease, and in turn, this Lease, is terminated pursuant to the rights granted to Ground Lessor or Landlord in Sections 3.01 and 3.04 of Termination Payment, an amount equal tothe Ground Lease. Tenant agrees to pay Landlord a sum computed based upon Landlord's internal rate of return (the "IRR') for the Premises Cost (as detailed on Exhibit "E" hereto) plus a Landlord's development fee of One Hundred Eighty Thousand Dollars and 00/100 ($180,000.00) (the "Land- lord's Development Fee"); which IRR shall be based on the following formula: (a) 55% (fifty five per cent) Landlord's IRR shall be computed at the commencement of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of the Insurance Cover are not admitted Lease Term and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt DueCommencement Agreement. For the avoidance purposes of doubtthis provision, the Concessionaire hereby acknowledges that no Termination Payment IRR shall be due or payable determined based on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal tofollowing criteria: (ai) Debt Duethe Premises Cost; and(ii) a capitalization rate of 13.5% for the first Lease Year and 14.2% for each following Lease Year; (iii) the Minimum Monthly Rental for the Initial Term, as adjusted; (iv) the Initial Term (i.e., a twenty (20) year term); (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in In the event of any delayan early termination of the Ground Lease as provided in this Section 3.8, the Authority remaining Minimum Monthly Rental owed by Tenant under this Lease shall pay interest at a rate equal be calculated by Landlord and Tenant. Once so determined, said sum shall be discounted to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry date of the Concession Period Ground Lease termination at the IRR determined in subsection (a) above. The sum determined by efflux of time, no said calculation (the "Termination Payment Payment') shall be due and payable by Tenant to Landlord, subject to further adjustment as provided herein. (c) In addition to the Concessionaire; provided Termination Payment, if Landlord is obligated to pay a leasehold mortgagee any sum due as a result of the early termination of the Ground Lease or this Lease (the "Lender's Payment'), Tenant also agrees to pay said sums to Landlord upon being presented with an appropriate invoice. Tenant understands that in said Lender's Payment may include, but may not be limited to, a prepayment penalty, additional interest or charges, and attorney's fees. The Termination Payment and the Lender's Payment are collectively referred to as the "Termination Fee". In the event Ground Lessor is obligated to make any Project Assets, essential for the efficient, economic and safe operation payments to Landlord as a result of the Bus Terminaltermination of the Ground Lease, any and all of said payments shall be applied first, to the Termination Fee due Landlord, and the balance thereafter remaining shall be payable by Tenant to Landlord. The Termination Fee, as the same may be reduced, shall have been acquired and installed after be payable to Landlord within ten (10) days of receipt of an appropriately detailed invoice from Landlord. The failure of Tenant to pay the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof Termination Fee shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment an automatic default under this Article 33 shall constitute a full Lease entitling Landlord to immediately proceed to exercise any and final settlement all of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever its rights and that the Concessionaire or any shareholder thereof shall not have any remedies hereunder without further right or claim under any law, treaty, convention, contract or otherwisenotice to Tenant.

Termination Payment. 33.3.1 28.4.1 Upon Termination on account of a Concessionaire SPD Default occurring after COD of Bus Terminal during the Operation Period, the Authority Railways shall pay to the ConcessionaireSPD, by way of Termination Payment, an amount equal toto : (a) 5590% (fifty five ninety per cent) of the Debt Due less CFA paid &Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire SPD hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire an SPD Default occurring prior to COD of Bus Terminaland the SPD will take over the project assets on as is where is basis and restore the Railway premises and return CFA paid. 33.3.2 28.4.2 Upon Termination on account of Authority’s a Railways Default, the Authority Railways shall pay to the ConcessionaireSPD, by way of Termination Payment, an amount equal to: (a) 28.4.3 Debt Due; andDue less CFA and Insurance Cover; (b) 82.528.4.4 150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 28.4.5 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment. 28.4.6 Termination Payment shall become due and payable to the Concessionaire SPD within 15 45 (fifteenforty five) days of a demand being made by the Concessionaire SPD to the Authority Railways with the necessary particulars, and in the event of any delay, the Authority Railways shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority Railways of its payment obligations in respect thereof hereunder. 33.3.4 . Upon Termination on expiry of the Concession Agreement Period on “Expiration Date” by efflux of time, no Termination Payment shall be due and payable to the ConcessionaireSPD; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalRail System, shall have been acquired and installed after the 20th [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority Railways (which consent shall not be unreasonably denied), a payment Termination Payment equal to 80% (eighty per cent) of the adjusted depreciated value Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.134.4.1, be made by the Authority Railways to the ConcessionaireSPD. 33.3.5 28.4.7 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.434.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus TerminalSolar Power System, shall have been acquired and installed after the 20th (twentieth) [15th(Fifteenth)] anniversary of COD of Bus TerminalCOD, with prior written consent of the Authority Railways (which consent shall not be unreasonably denied), a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 28.4.8 The Concessionaire SPD expressly agrees that Termination Payment under this Article 33 34 shall constitute a full and final settlement of all claims of the Concessionaire SPD on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire SPD or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account of A. Officer will be entitled to a Concessionaire Default occurring after COD of Bus Terminal , payment (the Authority shall pay to the Concessionaire, by way of "Termination Payment, an amount ") equal to: to One Hundred Twenty-Five Per Cent (a) 55% (fifty five per cent125%) of his then current annual base salary (the Debt Due less Insurance Cover; Provided that if any insurance claims forming part of dollar amount so calculated being hereafter referred to as the Insurance Cover are not admitted "Full Severance"), and paid, then 80% (eighty per cent) of FLIC shall make such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s DefaultOfficer, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of the occurrence of any delayof the following: (i) The employment of Officer is terminated by The First National Bank Of Long Island ("FNBLI") within twenty-four months after a Change Of Control Event (as hereinafter defined); (ii) Officer resigns his employment with FNBLI for Good Reason (as hereinafter defined) within twenty-four months after a Change of Control Event; or (iii) The employment of Officer is terminated by FNBLI within twenty-four months after any entity, person or group shall have acquired more than twenty per cent (20%) of the voting shares of FLIC and, at the time of such termination, the Authority Chief Executive Officer of FNBLI serving in that capacity as of the first day of the term hereof, or of the then current renewal term, as the case may be, shall pay interest at have ceased to be employed by FNBLI in such capacity. B. Officer will be entitled to a rate Termination Payment equal to 3% Sixty Six and Two Thirds Per Cent (three per cent66 2/3%) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that Full Severance in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, that Officer shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement resign for any reason whatsoever during the period beginning on the thirty-first day after a Change of Control Event and ending on the sixtieth day after such event. C. In the event that Officer shall become entitled to a Termination Payment pursuant to Section 2(A) or 2(B) hereof, FLIC shall, at no cost to Officer, continue to provide family medical and dental coverage to Officer for a period of twelve (12) months after Officer ceases to be employed by FNBLI, on terms and conditions substantially the same as FNBLI may, from time to time, make available to its employees generally during such period; provided, however, that the Concessionaire or any shareholder thereof obligation of FLIC to provide such coverage shall not have any further right or claim under any lawcease on the date when another employer makes substantially comparable coverage available to Officer, treatyregardless of whether the benefits made available by such employer require a contribution on the part of Officer. D. FLIC may elect to discharge its obligation to make the Termination Payment and provide such insurance coverage by causing FNBLI, conventionits wholly owned subsidiary, contract or otherwiseto do so.

Termination Payment. 33.3.1 Upon 30.3.1 Subject to terms herein below, upon Termination on account of a Concessionaire Default occurring during the Concession Period, the Performance Security shall be forfeited and the Concessionaire would continue to be liable towards any antecedent liability, all obligations accrued before the effective date of the termination and also for the obligations including Divestment Requirements that must be fulfilled in terms hereof after COD termination. In the event of Bus Terminal Authority terminating the Agreement on account of Concessionaire Default and in addition to the Authority forfeiting the Performance Security, as stated above, the Authority shall pay to Concessionaire 70% of the Unexpired Cash Flow. 30.3.2 Subject to terms herein below, upon Termination on account of an Authority Default, the Authority shall pay to the Concessionaire, Concessionaire by way of Termination Payment, Payment an amount equal to: (a) 55105% (fifty five per cent) of the Debt Due less Insurance Cover; Provided that if Unexpired Cash Flow. 30.3.3 The Authority and the Concessionaire hereby acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, and without prejudice to their any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubtother respective right or remedy, the Concessionaire hereby acknowledges that no shall be entitled to receive Termination Payment only upon furnishing to the Authority No Objection Certificate (NOC) issued by Lenders/Lenders’ Representative recording/effecting release, vacation/discharge of the charge on Project receivables (if any) created by Concessionaire for securing repayment of the Debt. Further, the Parties agree that in the event of failure of Concessionaire to procure vacation/discharge of such charge as evidenced by NOC, Authority shall be entitled to procure the same by paying the Termination Payment directly to Lenders/Lenders Representative to the extent of outstanding Debt due, without any further reference to or consent of Concessionaire, and such payment by Authority shall be due or payable on account discharge of a payment obligations towards Concessionaire Default occurring prior in terms herein; and for this purpose the Concessionaire hereby appoints, nominates and constitutes the Authority its duly constituted attorney to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authority’s Defaultdo all acts, things, deeds required for paying directly to Lenders , the Lenders Debt due , and procuring discharge of charge, pursuant to terms above. In this regard it is hereby further agreed by Concessionaire that in case Termination Payment falls short of amount required to vacate the charge, Authority shall pay be entitled to encash and tap the Performance Security for the same, and balance if still outstanding shall be promptly paid by Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 . Termination Payment shall shall, subject to terms hereof, become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire furnishing NOC to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment to be paid subject to and in accordance with terms hereof shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry . For the purposes of this clause and the Concession Period by efflux of timeAgreement, no Termination Payment the Lender’s Debt due shall be mean the outstanding principal amount and interest thereon, financial fees as due and payable to the Concessionaire; provided that in the event any Project Assetsas on Transfer Date , essential and for the efficient, economic and safe operation determination of the Bus Terminal, shall have been acquired and installed after same the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not Financing Documents may be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made relied upon by the Authority to the ConcessionaireAuthority. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 30.3.4 The Concessionaire expressly agrees that Termination Payment to be paid subject to terms under this Article 33 30 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof it shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 37.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 5590% (fifty five ninety per cent) of the Debt Due less Insurance Cover; and (b) 70% (seventy per cent) of the amount representing the Additional Termination Payment: Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD of Bus TerminalCOD. 33.3.2 37.3.2 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and; (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity; and 33.3.3 (c) 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment . 37.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 37.3.4 The Concessionaire expressly agrees that Termination Payment under this Article 33 37 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 Upon Termination on account (i) In the event of a Concessionaire Default occurring after COD termination of Bus Terminal Hall’s employment or services by the Company with Cause, due to Disability (as defined below) or by Hall for any reason, the Authority Company shall have no further obligation to Hall following the Termination Date other than to pay to the Concessionaire, by way of Termination PaymentHall, an amount equal to:to (A) only if Hall has not yet been paid his Base Salary or Monthly Salary for the calendar month in which the Termination Date occurs, the earned Base Salary or Monthly Salary, as applicable, such payment to be made on the date the applicable payment would have been made had such termination not occurred and (B) any unreimbursed reasonable business expenses incurred prior the Termination Date in connection with Hall’s performance of services hereunder that are documented in accordance with the Company’s expense reimbursement policy. (aii) 55% In the event of a termination of Hall’s employment or services by the Company without Cause, subject to (fifty five per centA) the execution and non-revocation of a settlement agreement that will include a full waiver and release of all claims, including potential claims known or unknown, against the Company, FHF, the Bank, their officers, directors, agents and employees in a form satisfactory to the Company, (B) compliance with Sections 6 and 7 of this Agreement and (C) potential reduction pursuant to Section 11 of this Agreement, the Company shall continue to pay the Base Salary or Monthly Salary, as applicable, on the same schedule as if Hall continued to provide services during the applicable period; provided, however, that the first payment shall be made on the 55th day following the Termination Date (the “First Payment Date”) (with all amounts that would be paid in the ordinary course between the Termination Date and the First Payment Date being paid on the First Payment Date). The Company will also reimburse Hall for any unreimbursed reasonable business expenses incurred prior to the Termination Date in connection with Hall’s performance of services hereunder that are documented in accordance with the Company’s expense reimbursement policy. (iii) In the event of a termination of Hall’s employment or services due to death, the Company shall have no further obligation to Hall (or his estate) following the Termination Date other than to pay to Hall’s estate, an amount equal to (A) only if Hall has not yet been paid his Base Salary or Monthly Salary for the calendar month in which the Termination Date occurs, the earned Base Salary or Monthly Salary, as applicable, such payment to be made on the date the applicable payment would have been made had such termination not occurred, (B) any unreimbursed reasonable business expenses incurred prior the Termination Date in connection with Hall’s performance of services hereunder that are documented in accordance with the Company’s expense reimbursement policy and (C) within 30 days following the Termination Date, a lump sum payment in amount equal to the lesser of (1) the Base Salary and/or Monthly Salary paid to Hall for the twelve month period preceding the Termination Date, or (2) the remaining Base Salary and/or Monthly Salary, as applicable, that would have been payable hereunder if Hall continued to provide services during the applicable period. (iv) Other than payments or benefits required to be paid or provided, or which Hall is eligible to receive under any plan, program, policy or practice with, or contract or agreement of, the Company or any of its affiliated entities through the Termination Date, the payments expressly provided under this Section 5 shall be in full satisfaction of the Debt Due less Insurance Cover; Provided that if any insurance claims forming part Company’s obligations to Hall upon his termination of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Dueemployment. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due except as set forth in Sections 5(c)(ii) or payable on account 5(c)(iii), upon termination of a Concessionaire Default occurring prior to COD of Bus Terminal. 33.3.2 Upon Termination on account of Authorityemployment, Hall or Hall’s Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: estate (aas applicable) Debt Due; and (b) 82.5% (eighty two point five per cent) of the Adjusted Equity; and 33.3.3 Termination Payment shall become due and payable to the Concessionaire within 15 (fifteen) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied)eligible for severance under any plan, a payment equal to 80% (eighty per cent) program, policy or practice with or contract or agreement of, the Company or any of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaireits affiliated entities. 33.3.5 Notwithstanding anything to (v) For the contrary in purposes of this Agreement, but subject to “Disability” means “disability” (as such term is defined under the provisions of Clause 33.3.4, in the event any Project Assets, essential Company’s disability insurance policy maintained for the efficient, economic and safe operation executives of the Bus TerminalBank, shall have been acquired and installed after the 20th (twentiethfrom time to time) anniversary suffered by Hall for a continuous period of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire at least six months or any shareholder thereof shall not have impairment of mind or body that is likely to result in a “disability” of Hall for more than three months during any further right or claim under any law, treaty, convention, contract or otherwisetwelve-month period.

Termination Payment. 33.3.1 29.3.1 Upon Termination on account of a Concessionaire Default occurring after COD of Bus Terminal during the Operation Period, the Authority shall shall: (a) pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) 55to 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. For . (b) encash and appropriate the avoidance Construction Period Performance Security and or the Operation Period Performance Security as the case may be; (c) encash and appropriate the Mobilization Advance Security, for and in respect of doubtthe Mobilization Advance outstanding, if any and interest thereon,as agreed pre-determined compensation to the Concessionaire hereby acknowledges that no Authority for any losses, delays and cost of completing the works and maintenance activities under this Agreement. 29.3.2 Upon Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD during the Construction Period, the Authority shall: (a) pay as Termination Payment, the Annuity Payments which are due based on the Milestone achieved which is in terms of Bus Terminalthe Physical Progress made by the Concessionaire in the Project but have remained unpaid. 33.3.2 (b) encash and appropriate the Construction Period Performance Security and or the Operation Period Performance Security as the case may be; (c) encash and appropriate the Mobilization Advance Security, for and in respect of the Mobilization Advance outstanding, if any and interest thereon,as agreed pre-determined compensation to the Authority for any losses, delays and cost of completing the works and maintenance activities under this Agreement 29.3.3 Upon Termination on account of Authority’s an Authority Default, the Authority shall pay to the Concessionaire: (a) if such Termination occurs during the Construction Period, by way of Termination Payment, an amount equal to: (ai) Debt Due; and (bii) 82.5120% (eighty two point five one hundred and twenty per cent) of the Adjusted Equity. (b) if such Termination occurs during the Operation Period, by way of Termination Payment, an amount equal to: (i) Debt Due; and 33.3.3 (ii) 100% (one hundred per cent) of the discounted value of future net cash flows to the Equity; the discounting factor applied being the then SBI PLR – (minus) 3%. (c) Along with the payment under Article 29.3.3, the Authority shall: (i) return the Construction Period Performance Security and / or the Operation Period Performance Security as the case may be, forthwith; (ii) encash and appropriate the Mobilization Advance Security, for and in respect of the Mobilization Advance outstanding, if any and interest thereon. 29.3.4 Termination Payment shall become due and payable to the Concessionaire within 15 30 (fifteenthirty) days from the date of a Termination and demand being made by the Concessionaire to the Authority with the necessary particulars, details and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate Rate, on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 29.3.5 The Concessionaire expressly agrees that Termination Payment under this Article 33 29 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under claimunder any law, treaty, convention, contract or otherwise.

Termination Payment. 33.3.1 37.3.1 Upon Termination on account of a Concessionaire Event of Default occurring after COD of Bus Terminal prior to COD, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to:to 90% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination. For avoidance of doubt, the Parties agree that the obligation of the Authority under this clause shall not include payment of any interest on such amount in the Designated Account. 37.3.2 Upon Termination on account of a Concessionaire Default during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to (ai) 5549% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination, if the Termination occurs prior to 1st anniversary of COD and for the Termination occurring any year thereafter, the amount so payable shall be decreased by 1% for each year passed from the COD; By way of illustration, if the Termination happens on the 4th anniversary of COD, than the Authority shall be required to pay 45% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination; For avoidance of doubt, the Parties agree that the obligation of the Authority under this clause shall not include payment of any interest on such amount in the Designated Account. and (ii) 90% (fifty five ninety per cent) of the Debt Due less Insurance Cover; Provided provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due. .. 37.3.3 Upon Termination on account of an Authority Default prior to the Appointed Date, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to 100% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination; For the avoidance of doubt, the Concessionaire hereby acknowledges Parties agree that no Termination Payment the obligation of the Authority under this clause shall be due or payable not include payment of any interest on account of a Concessionaire Default occurring prior to COD of Bus Terminalsuch amount in the Designated Account. 33.3.2 37.3.4 Upon Termination on account of Authority’s Defaulta Authority Default post Appointed Date, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to: (a) Debt Due; and (b) 82.5150% (eighty two point five one hundred and fifty per cent) of the Adjusted Equity. c) 100% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination, if the Termination occurs prior to 1st anniversary of COD and for the Termination occurring any year thereafter, the amount so payable shall be decreased by 1% for each year passed from the COD; andBy way of illustration, if the Termination happens on the 4th anniversary of COD, than the Authority shall be required to pay 96% of the amount deposited by the Concessionaire in the Designated Account till the date of such Termination; For avoidance of doubt, the Parties agree that the obligation of the Authority under this clause shall not include payment of any interest on such amount in the Designated Account.; 33.3.3 37.3.5 Termination Payment shall become due and payable to the Concessionaire within 15 90 (fifteenninety) days of a demand being made by the Concessionaire to the Authority with the necessary particulars, and in the event of any delay, the Authority shall pay interest at a rate equal to 3% (three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. 33.3.4 Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire; provided that in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied), a payment equal to 80% (eighty per cent) of the adjusted depreciated value of such Project Assets shall, notwithstanding the provisions of Clause 33.4.1, be made by the Authority to the Concessionaire. 33.3.5 Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Clause 33.3.4, in the event any Project Assets, essential for the efficient, economic and safe operation of the Bus Terminal, shall have been acquired and installed after the 20th (twentieth) anniversary of COD of Bus Terminal, with prior written consent of the Authority (which consent shall not be unreasonably denied, a sum equal to 80% (eighty per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment. 33.3.6 37.3.6 The Concessionaire expressly agrees that Termination Payment under this Article 33 37 shall constitute a full and final settlement of all claims of the Concessionaire on account of Termination of this Agreement for any reason whatsoever and that the Concessionaire or any shareholder thereof shall not have any further right or claim under any law, treaty, convention, contract or otherwise.