Common use of Procedure for cases of SPG Event of Default Clause in Contracts

Procedure for cases of SPG Event of Default. 13.3.1 Upon the occurrence and continuation of any SPG Event of Default under Article 13.1, MSEDCL shall have the right to deliver to the SPG, with a copy to the representative of the lenders to the SPG with whom the SPG has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (MSEDCL Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a MSEDCL Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPG Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, MSEDCL may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPG. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPG Event of Default under this Agreement, the lenders in concurrence with the MSEDCL, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPG by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPG and performing the obligations of the SPG. However, in the event the lenders are unable to substitute the defaulting SPG within the stipulated period, MSEDCL may terminate the PPA and may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of MSEDCL including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by MSEDCL and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with MSEDCL, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPG shall cooperate with MSEDCL to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction as facilitation fee (non-refundable) shall be deposited by the SPG to MSEDCL. 13.3.7 In the event the lenders are unable to substitute the defaulting SPG within the stipulated period,MSEDCL may terminate the PPA and may acquire the Project assets for an amount equivalent to 90% of the debt due, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPG Event of Default. 13.3.1 Upon the occurrence and continuation of any SPG Event of Default under Article 13.1, MSEDCL EDG shall have the right to deliver to the SPG, with a copy to the representative of the lenders to the SPG with whom the SPG has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (MSEDCL EDG Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 . Following the issue of a MSEDCL EDG Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 . During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 . Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPG Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, MSEDCL EDG may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPG. 13.3.5 . Subject to the terms of this Agreement, upon occurrence of a SPG Event of Default under this Agreement, the lenders in concurrence with the MSEDCLEDG, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPG by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPG and performing the obligations of the SPG. However, in the event the lenders are unable to substitute the defaulting SPG within the stipulated period, MSEDCL EDG may terminate the PPA and may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of MSEDCL EDG including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by MSEDCL EDG and accepts the terms and conditions of this Agreement. 13.3.6 . The lenders in concurrence with MSEDCLEDG, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPG shall cooperate with MSEDCL EDG to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction as facilitation fee (non-refundable) shall be deposited by the SPG to MSEDCL. 13.3.7 EDG. In the event the lenders are unable to substitute the defaulting SPG within the stipulated period,MSEDCL , EDG may terminate the PPA and may acquire the Project assets for an amount equivalent to 90% of the debt due, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPG Event of Default. 13.3.1 12.3.1. Upon the occurrence and continuation of any SPG Event of Default under Article 13.112.1, MSEDCL Beneficiary shall have the right to deliver to the SPG, with a copy to the representative of the lenders to the SPG with whom the SPG has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (MSEDCL Beneficiary Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 12.3.2. Following the issue of a MSEDCL Beneficiary Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 12.3.3. During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 12.3.4. Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPG Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, MSEDCL Beneficiary may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPG. 13.3.5 12.3.5. Subject to the terms of this Agreement, upon occurrence of a SPG Event of Default under this Agreement, the lenders in concurrence with the MSEDCLBeneficiary, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPG by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPG and performing the obligations of the SPG. However, in the event the lenders are unable to substitute the defaulting SPG within the stipulated period, MSEDCL Beneficiary may terminate the PPA and may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of MSEDCL Beneficiary including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by MSEDCL OREDA and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with MSEDCL, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPG shall cooperate with MSEDCL to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction as facilitation fee (non-refundable) shall be deposited by the SPG to MSEDCL. 13.3.7 In the event the lenders are unable to substitute the defaulting SPG within the stipulated period,MSEDCL may terminate the PPA and may acquire the Project assets for an amount equivalent to 90% of the debt due, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets.

Procedure for cases of SPG Event of Default. 13.3.1 Upon the occurrence and continuation of any SPG Event of Default under Article 13.1, MSEDCL EDG shall have the right to deliver to the SPG, with a copy to the representative of the lenders to the SPG with whom the SPG has executed the Financing Agreements, a notice stating its intention to terminate this Agreement (MSEDCL EDG Preliminary Default Notice), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 13.3.2 Following the issue of a MSEDCL EDG Preliminary Default Notice, the Consultation Period of ninety (90) days or such longer period as the Parties may agree, shall apply and it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Event of Default having regard to all the circumstances. 13.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this Agreement. 13.3.4 Within a period of seven (7) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPG Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, MSEDCL EDG may terminate this Agreement by giving a written Termination Notice of sixty (60) days to the SPG. 13.3.5 Subject to the terms of this Agreement, upon occurrence of a SPG Event of Default under this Agreement, the lenders in concurrence with the MSEDCLEDG, may exercise their rights, if any, under Financing Agreements, to seek substitution of the SPG by a selectee for the residual period of the Agreement, for the purpose of securing the payments of the total debt amount from the SPG and performing the obligations of the SPG. However, in the event the lenders are unable to substitute the defaulting SPG within the stipulated period, MSEDCL EDG may terminate the PPA and may acquire the Project assets for an amount equivalent to 90% of the debt due or less as mutually agreed, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets. Provided that any substitution under this Agreement can only be made with the prior consent of MSEDCL EDG including the condition that the selectee meets the eligibility requirements of Request for Selection (RfS) issued by MSEDCL EDG and accepts the terms and conditions of this Agreement. 13.3.6 The lenders in concurrence with MSEDCLEDG, may seek to exercise right of substitution under Article 13.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPG shall cooperate with MSEDCL EDG to carry out such substitution and shall have the duty and obligation to continue to operate the Power Project in accordance with this PPA till such time as the substitution is finalized. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a new entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction as facilitation fee (non-refundable) shall be deposited by the SPG to MSEDCLEDG. 13.3.7 In the event the lenders are unable to substitute the defaulting SPG within the stipulated period,MSEDCL , EDG may terminate the PPA and may acquire the Project assets for an amount equivalent to 90% of the debt due, failing which, the lenders may exercise their mortgage rights and liquidate the Project assets.