33.1 If the Concessionaire shall be in Material Breach of this Agreement NHAI, shall be entitled in its sole discretion and without prejudice to its other rights and remedies under this Agreement including its right of Termination hereunder, to (I) suspend all or any of the rights of the Concessionaire under this Agreement including the Concessionaire’s right to collect and appropriate all Fees and other revenues from the Project Highway, and (ii) exercise the rights of the Concessionaire under this Agreement itself or authorise any other person to exercise the same during such suspension. Such suspension by NHAI shall be by a communication in writing to the Concessionaire and shall be effective forthwith upon the issue thereof to the Concessionaire. Any Fees or revenues collected by or on behalf of NHAI during such suspension shall be retained and appropriated by NHAI to the exclusion of the Concessionaire. Provided, however, that the period of such suspension under this Article XXXIII shall not exceed 120 (one hundred twenty) days.

33.2 Subject to clause 33.1, NHAI shall have the right to utilise the proceeds of Fees and other revenues for meeting the costs incurred by NHAI to remedy and rectify the cause of such suspension and for defraying the O&M Expenses during such suspension period. Provided, however, that if the Concessionaire is making diligent efforts to remedy and rectify such cause, then NHAI shall allow the Concessionaire reasonable time and opportunity for such remedy or rectification.

33.3 The suspension of the rights of the Concessionaire by NHAI pursuant to Clause 33.1 above shall be revoked by NHAI forthwith upon the Concessionaire having remedied the Material Breach during such suspension period to the satisfaction of NHAI unless in the meantime this Agreement has been terminated by NHAI in accordance with Article XXXV.

33.4 At any time during the period of suspension under this Article XXXIII, the Concessionaire may in writing notify to NHAI that it does not intend to cure the breach or default that had caused such suspension. Within 7 (seven) days of receipt of such notice, NHAI shall terminate this Agreement as if a Material Breach of this Agreement had occurred on account of a Concessionaire Event of Default.

35.1 Termination for the Concessionaire Event of Default.

35.1.1 Concessionaire Events of Default

The Following events shall constitute an event of default by the Concessionaire (a "Concessionaire Event of Default") unless such Concessionaire Event of Default has occurred as a result of NHAI Event of Default or a Force Majeure Event;

The Concessionaire fails to achieve Financial Close in accordance with the provisions of Article XXIV;

The Concessionaire fails to achieve the Project Completion Schedule or any Project milestone within the period set forth in Schedule ‘H’ and fails to cure such default within a period of 180 (one hundred and eighty) days from the date of its occurrence.

The Concessionaire is in Material Breach of this Agreement;

The Concessionaire commits default in complying with any of the terms and conditions of this Agreement, save and except those defaults in respect of which Cure Period has been expressly provided in this Agreement, and fails to remedy or rectify the same upon receipt of a notice in this behalf from NHAI which shall:

(i) require the Concessionaire to remedy the breach or breaches referred to in such notice within 1 (one) month (or such longer period as may be agreed by the NHAI at its absolute discretion); or

(ii) permit the Concessionaire to put forward within 15 days of such notice a reasonable programme for the remedying of the breach or breaches, such programme to specify in reasonable detail the manner in which such breach or breaches is or are proposed to be remedied and the latest date by which it is proposed that such breach or all such breaches shall be remedied.

The Concessionaire creates any Encumbrance, charges or lien in favour of any person save and except as otherwise expressly permitted under Clause 38.2;

The shareholding of the Consortium Members falls below the minimum prescribed under Clause 12.1 (xii) and the Concessionaire does not suo moto cure such default within 90 (ninety) days of its occurrence;

The transfer, pursuant to law of either (a) the rights and/or obligations of the Concessionaire under any of the Project Agreements, or (b) all or material part of the assets or undertaking of the Concessionaire except where such transfer in the reasonable opinion of NHAI does not affect the ability of the Concessionaire to perform, and the Concessionaire has the financial and technical capability to perform, its material obligations under the Project Agreements;

a resolution is passed by the shareholders of the Concessionaire for the voluntary winding up of the Concessionaire;

The Concessionaire is adjudged bankrupt or insolvent or if a trustee or receiver is appointed for the Concessionaire or for any of its property that has a material bearing on the Project;

Any petition for winding up of the Concessionaire is admitted by a court of competent jurisdiction or the Concessionaire is ordered to be wound up by Court except for the purpose of amalgamation or reconstruction provided that, as part of such amalgamation or reconstruction, the property, assets and undertaking of the Concessionaire are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of the Concessionaire under this Agreement and the Project Agreements, and provided that:

(i) the amalgamated or reconstructed entity has the technical capability and operating experience necessary for the performance of its obligations under this Agreement and the Project Agreements;

(ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and the Project Agreements and has a credit worthiness at least as good as that of the Concessionaire as at the Financial Close; and

(iii) each of the Project Agreements remains in full force and effect;

The Concessionaire is in material breach of any of the Project Agreements;

An event of default of the Concessionaire under any of the Financing Documents has occurred or any of the Senior Lenders has recalled its loan under any of the Financing Documents;

The Concessionaire abandons the operations of the Project Highway for more than 15 (fifteen) consecutive days without the prior consent of NHAI, provided that the Concessionaire shall be deemed not to have abandoned such operation if such abandonment was (i) as a result of Force Majeure Event and is only for the period such Force Majeure is continuing, or (ii) is on account of a breach of its obligations by NHAI.

The Concessionaire repudiates this Agreement or otherwise evidences an intention not to be bound by this Agreement;

The Concessionaire suffers an execution being levied on any of its assets/ equipment causing a Material Adverse Affect on the Project and allows it to be continued for a period of 15 (fifteen) days;

The Concessionaire has delayed any payment that has fallen due under this Agreement if such delay exceeds 90 (ninety) days;

The Concessionaire is in breach of its obligation to repay the Revenue Shortfall Loans in accordance this Agreement; or

The Concessionaire is in breach of its Six-Laning obligation under Article VIII of this Agreement.

35.1.2 Save and except as otherwise provided in Clause 35.2, and without prejudice to any other right or remedy which NHAI may have in respect thereof under this Agreement, upon the occurrence of any breach or default by the Concessionaire under this Agreement including any Concessionaire Event of Default, NHAI shall be entitled to terminate this Agreement by a communication in writing (the "Termination Notice") to the Concessionaire if the Concessionaire has failed to cure such breach or default within the period provided for the same in this Agreement provided that before issuing the Termination Notice, NHAI shall by a notice in writing inform the Concessionaire of its intention to issue the Termination Notice (the "Preliminary Notice") and grant 15 (fifteen) days time to the Concessionaire to make its representation, if any, against such intended Termination Notice and shall after the expiry of said 15 (fifteen) day period whether or not it is in receipt of such representation, in its sole discretion issue the Termination Notice.

35.1.3 Subject to Clause 35.2, the following shall apply in respect of cure of any of the defaults and/or breaches of this Agreement.

The Cure Period shall commence from the date on which a notice in writing is delivered by NHAI to the Concessionaire asking the latter to cure the breach or default specified in such notice.

The Cure Period provided in this Agreement shall not relieve the Concessionaire from liability for Damages caused by its breach or default;

The Cure Period shall not in any way be extended by any period of suspension under this Agreement;

If the cure of any breach by the Concessionaire requires any reasonable action by Concessionaire that must be approved by NHAI or the Independent Consultants hereunder the applicable Cure Period (and any liability of the Concessionaire for damages incurred) shall be extended by the period taken by NHAI or the Independent Consultants to accord their required approval;

35.2 Notwithstanding anything to the contrary contained in this Agreement, in the event of the Concessionaire being in default under any of the provisions hereof expressly providing for Termination under or in accordance with this Clause 35.2, NHAI shall be entitled to terminate this Agreement forthwith by issuing a Termination Notice to the Concessionaire and upon issue of such Termination Notice by NHAI this Agreement shall stand terminated forthwith. Provided, however, that prior to such Termination, NHAI shall by notice grant to the Concessionaire a Cure Period of one month for curing the relevant breach or default of the provisions of this Agreement.

35.3 Upon Termination by NHAI on account of occurrence of Concessionaire Event of Default during the Operations Period, the NHAI shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due and 90% of Subordinated Debt less insurance claims, if any, Provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due and Subordinated Debt Due.

35.4 Termination for NHAI Events of Default.

35.4.1 The Concessionaire may after giving 90 (ninety) days notice in writing to NHAI terminate this Agreement upon the occurrence and continuation of any of the following events (each a "NHAI Event of Default"), unless any such NHAI Event of Default has occurred as a result of Concessionaire Event of Default or due to a Force Majeure Event.

NHAI is in breach of this Agreement and such breach has a Material Adverse Affect on the Concessionaire and NHAI has failed to cure such breach or take effective steps for curing such breach within 90 (ninety) days of receipt of notice in this behalf from the Concessionaire;

NHAI repudiates this Agreement or otherwise evidences an irrevocable intention not to be bound by this Agreement;

NHAI has delayed any payment that has fallen due under this Agreement if such delay exceeds 90 (ninety) days.

35.4.2 Upon Termination by the Concessionaire on account of an NHAI Event of Default, the Concessionaire shall be entitled to receive from NHAI by way of Termination Payment a sum equal to:

the total Debt due, plus

the total Subordinated Debt Due, plus

150% (one hundred fifty per cent) of the Equity (subscribed in cash and actually spent on the Project but excluding the amount of Equity Support referred to in Article XXV) the if such Termination occurs at any time during three years commencing from the Appointed Date and for each successive year thereafter, such amount shall be adjusted every year to fully reflect the changes in WPI during such year and the adjusted amount so arrived at shall be reduced every year by 7.5% (seven and a half per cent) per annum.

35.5 Upon Termination of this Agreement for any reason whatsoever, NHAI shall:

(i) take possession and control of Project Highway forthwith;

(ii) take possession and control forthwith of any materials, construction plant, implements, stores etc. on or about the Site;

restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Project Highway; and/or

succeed upon election by NHAI without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreement as NHAI may in its discretion deem appropriate and shall upon such election be required to compensate such contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Agreements from and after the date NHAI elects to succeed to the interests of the Concessionaire as aforesaid. All sums claimed by such Contractors as being due and owing for work and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors and NHAI shall in no way or manner be liable or responsible for such sums.

35.6 Termination Payments: The Termination Payment pursuant to this Agreement shall become due and payable to the Concessionaire by NHAI within thirty days of a demand being made by the Concessionaire with the necessary particulars duly certified by the Statutory Auditors. If NHAI fails to disburse the full Termination Payment within 30 (thirty) days, the amount remaining unpaid shall be disbursed along with interest @ SBI PLR plus two per cent for the period of delay on such amount.

35.7 Mode of Payment: Payment of compensation of costs by NHAI pursuant to this Article XXXII shall be made by way of credit to the Escrow Account and such payment shall constitute valid discharge of NHAI’s obligations for Termination Payment hereunder.

35.8 Notwithstanding anything to the contrary contained in this Agreement, any Termination pursuant to the provisions of this Agreement shall be without prejudice to accrued rights of either Party including its right to claim and recover money damages and other rights and remedies which it may have in law or contract. All rights and obligations of either Party under this Agreement, including without limitation Termination Payments and Divestment procedures, shall survive the Termination of this Agreement to the extent such survival is necessary for giving effect to such rights and obligations.

36.1 Upon Termination of this Agreement, the Concessionaire shall comply with the following:

notify to NHAI forthwith the location and particulars of all Project Assets; and

deliver forthwith actual or constructive possession of the Project Highway free and clear of all Encumbrances and execute such deeds, writings and documents as may be required by the NHAI for fully and effectively divesting the Concessionaire of all of the rights, title and interest of the Concessionaire in the Project Highway; and

Comply with the Divestment Requirements set out in Clause 36.2.

36.2 Upon Termination of this Agreement, the Concessionaire shall comply and conform to the following Divestment Requirements in respect of the Project Highway:

all Project Assets including the road, pavement, structure and equipment shall have been renewed and cured of all defects and deficiencies as necessary so that the Project Highway is compliant with the Specifications and Standards set forth in this Agreement;

all sections of each traffic lane (the "Carriageway") of the Project Highway shall have a roughness index of not more than 2500 mm per km and shall be free from defects in accordance with O&M requirements;

all lamps shall be in working condition;

The Concessionaire delivers relevant records and reports pertaining to the Project Highway and its design, engineering, construction, operation, and maintenance including all operation and maintenance records and programmes and manuals pertaining thereto and complete as built Drawings on the Divestment Date;

The Concessionaire execute such deeds of conveyance, documents and other writings as the NHAI may reasonably require to convey, divest and assign all the rights, title and interest of the Concessionaire in the Project Highway free from all Encumbrances absolutely unto the NHAI or its Nominee; and

The Concessionaire complies with all other requirements as may be prescribed under Applicable Laws to complete the divestment and assignment of all the rights, title and interest of the Concessionaire in the Project Highway free from all Encumbrances absolutely to NHAI or its nominee.