Common use of Lenders’ step-in right Clause in Contracts

Lenders’ step-in right. The Parties agree that, notwithstanding anything to the contrary hereinabove contained, before First Party can terminate this Agreement for a Corporation Event of Default, it shall provide a copy of the Preliminary Notice to the Lenders of Corporation and the Lenders shall, in addition to any other rights and security rights that the Lenders may have under the Financing Documents, take over and change the management of Corporation and to take over the Plant, have the right to appoint a substitute entity to take over the Project Facilities and the implementation of the Project under this Agreement provided however, that the Lenders shall exercise this right or commence proceedings to exercise their rights, within a period of thirty (30) days from the receipt of Preliminary Notice. In the event the Lenders do not appoint a substitute entity, within a period of 3 months commencing from the expiry of 30 days from the receipt of Preliminary Notice, which may be extended for up to another Three (3) months by First Party at the request of the Lenders (Schedule X). In the event the Lenders are not in a position to identify and appoint a substitute entity within the aforesaid period of Three (3) months or any extension thereof, and First Party also does not proposes to take over the Plant, then the Lenders shall ensure that, then they enforce and satisfy their security charges and other Encumbrances (including but not limited to by auctioning the secured assets of the Plant excluding the land granted to Corporation by First Party) that they may have over the Plant and provide the Vacant Possession of the Site to the First Party, in accordance with Article 19 below. First Party shall, in the event such a substitute entity is notified by the Lenders, not terminate this Agreement and will transfer this Agreement to such substitute entity and the substitute entity shall thereafter implement the Project provided however, the Lenders shall have no obligation to appoint a substitute entity and shall not in any manner be liable or responsible for the Corporation Event of Default.

Lenders’ step-in right. The Parties agree thatFrom and after Financial Close and for so long as the Financing Documents remain in effect, notwithstanding anything to the contrary hereinabove containedMOIT shall not, before First Party can terminate this Agreement for upon a Corporation BOT Company Event of Default, it shall provide terminate this BOT Contract without first providing a copy of any notices required to be given by the Preliminary Notice non-defaulting Party pursuant to Article 21.4 to the Lenders and otherwise in accordance with the MOIT Acknowledgment and Consent. The suspension of Corporation the MOIT’s right to terminate this BOT Contract shall be contingent on the Lenders’ curing the outstanding BOT Company Event(s) of Default. Upon receipt of a copy of a notice from the MOIT to the defaulting Party as a result of a BOT Company Event of Default, the Lenders may, but shall have no obligation to: (a) remedy or procure the remedy of such Default; or (b) assume, or arrange for a substitute company or companies to assume, all of the interests, rights and obligations of the Sponsors and the BOT Company under this BOT Contract and in the BOT Company in accordance with the MOIT Acknowledgment and Consent. If the Lenders shall, in addition to any other or their nominees assume the Sponsors’ and the BOT Company’s rights and security rights that the Lenders may have under the Financing Documents, take over and change the management of Corporation and to take over the Plant, have the right to appoint a substitute entity to take over the Project Facilities and the implementation of the Project obligations under this Agreement BOT Contract pursuant to this Article, the MOIT hereby agrees not to terminate this BOT Contract, provided however, that the Lenders shall exercise this right have obtained the MOIT’s and EVN’s approval of the Lenders’ or commence proceedings their nominees’ designated operator for the Facility to be given (or deemed given) in accordance with the MOIT Acknowledgment and Consent. If the Lenders choose not to exercise their rightsoptions under this Article 21.5 or the MOIT Acknowledgment and Consent within the period provided for in the relevant notice served pursuant to this Article 21.5 or the MOIT Acknowledgment and Consent, and/or fail to cure a BOT Company Event of Default within a the period of thirty (30) days from provided for in such notice, the receipt of Preliminary NoticeMOIT shall be entitled to terminate this BOT Contract in accordance with terms hereof. In the event of any ambiguity, conflict or inconsistency between this BOT Contract and the Lenders do not appoint a substitute entityMOIT Acknowledgment and Consent, within a period of 3 months commencing from the expiry of 30 days from the receipt of Preliminary Notice, which may be extended for up to another Three (3) months by First Party at the request terms of the Lenders (Schedule X). In the event the Lenders are not in a position to identify MOIT Acknowledgment and appoint a substitute entity within the aforesaid period of Three (3) months or any extension thereof, and First Party also does not proposes to take over the Plant, then the Lenders Consent shall ensure that, then they enforce and satisfy their security charges and other Encumbrances (including but not limited to by auctioning the secured assets of the Plant excluding the land granted to Corporation by First Party) that they may have over the Plant and provide the Vacant Possession of the Site to the First Party, in accordance with Article 19 below. First Party shall, in the event such a substitute entity is notified by the Lenders, not terminate this Agreement and will transfer this Agreement to such substitute entity and the substitute entity shall thereafter implement the Project provided however, the Lenders shall have no obligation to appoint a substitute entity and shall not in any manner be liable or responsible for the Corporation Event of Defaultprevail.