Common use of Procedure for Cases of SPV Event of Default Clause in Contracts

Procedure for Cases of SPV Event of Default. 12.3.1 Upon the occurrence and continuation of any SPV Event of Default under Article 12.1, MSEDCL shall have the right to deliver to the SPV, with a copy to the representative of the lenders to the SPV with whom the SPV has executed the Financing Documents, a notice stating its intention to terminate this PPA, which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 12.3.2 Following the issue of such notice by MSEDCL in terms of Article 12.3.1 above, the Parties shall 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 and complete such discussion withing the Consultation Period. 12.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this PPA. 12.3.4 Within a period of 7 (seven) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPV Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, MSEDCL may terminate this PPA by giving a written termination notice of 60 (sixty) days to the SPV. 12.3.5 Subject to the terms of this PPA, upon occurrence of a SPV Event of Default under this PPA, the lenders in concurrence with MSEDCL, may exercise their rights, if any, under Financing Documents, to seek substitution of the SPV by a selectee for the residual period of the PPA, for the purpose of securing the payments of the total debt amount from the SPV and performing the obligations of the SPV. In the event a selection of a new entity leads to signing of a fresh PPA with such entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction as a facilitation fee (non-refundable) shall be deposited by the SPV with MSEDCL. 12.3.6 However, in the event the lenders are unable to substitute the defaulting SPV within the stipulated period, MSEDCL may terminate the PPA and may, at its sole discretion, 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 for the purposes of calculation of Debt Due, only the normative debt of 75% of the Total Project Cost corresponding to the depreciated value of the Project or the actual debt, whichever is lower, shall be considered. Provided further that any substitution under this PPA can only be made with the prior consent of MSEDCL including the condition that the selectee meets the eligibility requirements of the RfS and accepts the terms and conditions of this PPA. 12.3.7 The lenders in concurrence with MSEDCL, may seek to exercise right of substitution under Article 12.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPV shall cooperate with MSEDCL to carry out such substitution and shall have the duty and obligation to continue to operate the 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 lenders leading to signing of a fresh PPA with a new entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction shall be deposited by the SPV with MSEDCL as a non-refundable facilitation fee.

Procedure for Cases of SPV Event of Default. 12.3.1 Upon the occurrence and continuation of any SPV Event of Default under Article 12.1, MSEDCL shall have the right to deliver to the SPV, with a copy to the representative of the lenders to the SPV with whom the SPV has executed the Financing Documents, a notice stating its intention to terminate this PPA, which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 12.3.2 Following the issue of such notice by MSEDCL in terms of Article 12.3.1 above, the Parties shall 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 and complete such discussion withing the Consultation Period. 12.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this PPA. 12.3.4 Within a period of 7 (seven) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPV Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, MSEDCL may terminate this PPA by giving a written termination notice of 60 (sixty) days to the SPV. 12.3.5 Subject to the terms of this PPA, upon occurrence of a SPV Event of Default under this PPA, the lenders in concurrence with MSEDCL, may exercise their rights, if any, under Financing Documents, to seek substitution of the SPV by a selectee for the residual period of the PPA, for the purpose of securing the payments of the total debt amount from the SPV and performing the obligations of the SPV. In the event a selection of a new entity leads to signing of a fresh PPA with such entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction as a facilitation fee (non-non- refundable) shall be deposited by the SPV with MSEDCL. 12.3.6 However, in the event the lenders are unable to substitute the defaulting SPV within the stipulated period, MSEDCL may terminate the PPA and may, at its sole discretion, 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 for the purposes of calculation of Debt Due, only the normative debt of 75% of the Total Project Cost corresponding to the depreciated value of the Project or the actual debt, whichever is lower, shall be considered. Provided further that any substitution under this PPA can only be made with the prior consent of MSEDCL including the condition that the selectee meets the eligibility requirements of the RfS and accepts the terms and conditions of this PPA. 12.3.7 The lenders in concurrence with MSEDCL, may seek to exercise right of substitution under Article 12.3.5 by an amendment or novation of the PPA in favour of the selectee. The SPV shall cooperate with MSEDCL to carry out such substitution and shall have the duty and obligation to continue to operate the 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 lenders leading to signing of a fresh PPA with a new entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction shall be deposited by the SPV with MSEDCL as a non-refundable facilitation fee.

Procedure for Cases of SPV Event of Default. 12.3.1 Upon the occurrence and continuation of any SPV Event of Default under Article 12.1, MSEDCL shall have the right to deliver to the SPV, with a copy to the representative of the lenders to the SPV with whom the SPV has executed the Financing Documents, a notice stating its intention to terminate this PPA, which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice. 12.3.2 Following the issue of such notice by MSEDCL in terms of Article 12.3.1 above, the Parties shall 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 and complete such discussion withing within the Consultation Period. 12.3.3 During the Consultation Period, the Parties shall continue to perform their respective obligations under this PPA. 12.3.4 Within a period of 7 (seven) days following the expiry of the Consultation Period unless the Parties shall have otherwise agreed to the contrary or the SPV Event of Default giving rise to the Consultation Period shall have ceased to exist or shall have been remedied, MSEDCL may terminate this PPA by giving a written termination notice of 60 (sixty) days to the SPV. 12.3.5 Subject to the terms of this PPA, upon occurrence of a an SPV Event of Default under this PPA, the lenders in concurrence with MSEDCL, may exercise their rights, if any, under Financing Documents, to seek substitution of the SPV by a selectee for the residual period of the this PPA, for the purpose of securing the payments of the total debt amount from the SPV and performing the obligations of the SPV. In the event a selection of a new entity leads to signing of a fresh PPA with such entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction as a facilitation fee (non-refundable) shall be deposited by the SPV with MSEDCL. 12.3.6 However, in the event the lenders are unable to substitute the defaulting SPV within the stipulated period, MSEDCL may terminate the this PPA and may, at its sole discretion, 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 for the purposes of calculation of Debt Due, only the normative debt of 75% of the Total Project Cost corresponding to the depreciated value of the Project or the actual debt, whichever is lower, shall be considered. Provided further that any substitution under this PPA can only be made with the prior consent of MSEDCL including the condition that the selectee meets the eligibility requirements of the RfS and accepts the terms and conditions of this PPA. 12.3.7 The lenders in concurrence with MSEDCL, may seek to exercise right of substitution under Article 12.3.5 by an amendment or novation of the this PPA in favour of the selectee. The SPV shall cooperate with MSEDCL to carry out implement such substitution and shall have the duty and obligation to continue to operate the 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 lenders leading to signing of a fresh PPA with a new entity, an amount of Rs. 1 Lakh per MW +18% GST per transaction shall be deposited by the SPV with MSEDCL as a non-refundable facilitation fee. 12.3.8 Notwithstanding anything to the contrary in this PPA, the Parties agree that any liquidation of assets of the Project, either voluntarily by the SPV or in case of an SPV Event of Default in terms of Article 12.1(c) above prior to completion of the Term, the GoM shall have the first charge towards recovery of proportionate SFA granted to the Project by the GoM.