Common use of Security for Financing Clause in Contracts

Security for Financing. 18.6.1 Notwithstanding the foregoing, a Seller may at any time (upon giving the Buyer not less than thirty (30) days prior notice thereof) assign its rights to the receipt of any monies due or to become due from the Buyer to it under this Agreement to or in favor of banks, bona fide financial entities or other lenders (in this Article 18.6 together called “Banks”) as security for any financing, provided that the Buyer shall not be required or entitled to act on such assignment and make payment to the Banks unless: (a) the assignment contains an acknowledgement from the Banks that their rights to receive monies under the assignment are subject to the terms of this Agreement; and (b) the Seller has provided the Buyer with a certified copy of an extract (referring to the above acknowledgement) from such assignment; and (c) the Seller has confirmed to the Buyer that the Buyer shall be entitled to rely on the receipt by such Banks of any monies paid by the Buyer to such Banks pursuant to such assignment as being due payment to the Seller hereunder. 18.6.2 The authority given by the Seller to the Buyer (consequent upon an assignment which has been made under the provisions of Article 18. 6.1) to make payment of monies due hereunder to the Banks may be revoked by a notice given to the Buyer by the Seller which complies with the provisions of Article 11.4 and which expressly revokes such authority. 18.6.3 Notwithstanding the foregoing, a Seller may at any time (upon giving the Buyer not less than thirty (30) day prior notice thereof) create, subject to the terms of this Article 18.6.3, any security over all or any of its rights under this Agreement (the “Charged Assets”) (except for the creation of security in respect of its rights hereunder to receive monies in respect of which rights the terms of Article 18.6.1 apply in relation to creation of security), the Seller’s Interest, the Seller’s Percentage of the Sellers’ Agreements and/or its interest in the Sellers’ Facilities in favor of Banks as security for any financing, but the creation of such security over the Charged Assets shall only be permitted and be effective against the Buyer if at the time of the creation of the security over the Charged Assets, such Banks shall covenant directly with the Buyer (i) to procure that upon the enforcement of such security, they or any receiver appointed pursuant to the instrument creating the security or other Person enforcing the security or having control over the Charged Assets or any purchaser of the Charged Assets, shall accept and comply with the obligations and covenants of the Seller in relation to the Charged Assets contained in this Agreement; and (ii) not to sell the Charged Assets to any purchaser, unless there shall simultaneously be an assignment of all the rights and obligations of the Seller in relation to the Charged Assets under this Agreement to such purchaser in accordance (mutatis mutandis) with the provisions of Article 18.4. 18.6.4 The Buyer agrees, if required by any Lender of any Seller (individually and collectively referred to as “Sellers’ Lenders”), to provide Sellers’ Lenders with acknowledgments evidencing its consent to creating a security interest over the Charged Assets which shall include reasonable terms and conditions customary for an acknowledgement of this type, substantially in the form attached as Schedule 10 hereto.

Security for Financing. 18.6.1 Notwithstanding 25.1 Subject to Applicable Laws and other applicable provisions of this Agreement, the foregoing, a Seller may at any time (upon giving WDO shall be entitled to create Encumbrance over the Buyer not less than thirty (30) days prior notice thereof) assign its rights to Washery or the receipt leasehold interest of any monies due or to become due from the Buyer to it under this Agreement to or WDO in the Site in favor of banksthe Lenders for the purposes of securing financing provided by the Lenders to the WDO for the Build/ Renovation of the Washery (including augmentation, bona fide financial entities or other lenders (if any) and creation of such Encumbrance shall not require prior approval of the Authority. This Encumbrance shall be subject to compliance with the conditions specified in this Article 18.6 together called “Banks”) as security for Clause 25.1, which conditions shall be reflected in the financing documents executed by the WDO with the Lenders: 25.1.1 the ownership of the land/Site shall always remain vested with the Authority and any financing, provided that creation of any Encumbrance over the Buyer assets of the WDO and on the leasehold rights of the WDO shall not affect the ownership of the Authority over such land/Site; 25.1.2 such Encumbrance shall not continue beyond the Contract Period; 25.1.3 in case of an event of default by the WDO under the financing documents executed with the Lenders, the Lenders shall be required or entitled to act on such assignment enforce the Encumbrance created in their favour in accordance with this Clause 25.1.3, Applicable Law and make payment to any other applicable provisions of the Banks unlessTransaction Agreements: (a) the assignment contains an acknowledgement from Lender with the Banks that their rights highest exposure (in case of multiple banking), shall be entitled to receive monies under seek a substitution of the assignment are subject WDO by providing a written notice to the terms of this Agreement; andAuthority (the “Substitution Notice”); (b) the Seller has provided Substitution Notice shall contain complete particulars of the Buyer proposed transferee (the “Selectee”), particulars of compliance of the Selectee with a certified copy all the Eligibility Conditions specified in the RFP, particulars of an extract (referring the debt due and such data and information as would be necessary and relevant for the Authority to decide as to acceptability of the above acknowledgement) from such assignment; andSelectee; (c) the Seller has confirmed Authority may require such other information as it may deem fit regarding suitability of the Selectee and the Lenders/Selectee shall promptly provide such information to the Buyer Authority; (d) the Substitution Notice must be accompanied by an unconditional undertaking of the Selectee to the effect that the Buyer it shall be entitled to rely on the receipt by such Banks of any monies paid upon acceptance by the Buyer to such Banks pursuant to such assignment as being due payment to Authority observe, comply with, perform and fulfil the Seller hereunder. 18.6.2 The authority given by the Seller to the Buyer (consequent upon an assignment which has been made under the provisions of Article 18. 6.1) to make payment of monies due hereunder to the Banks may be revoked by a notice given to the Buyer by the Seller which complies with the provisions of Article 11.4 and which expressly revokes such authority. 18.6.3 Notwithstanding the foregoingresidual terms, a Seller may at any time (upon giving the Buyer not less than thirty (30) day prior notice thereof) create, subject to the terms of this Article 18.6.3, any security over all or any of its rights under this Agreement (the “Charged Assets”) (except for the creation of security in respect of its rights hereunder to receive monies in respect of which rights the terms of Article 18.6.1 apply in relation to creation of security), the Seller’s Interest, the Seller’s Percentage of the Sellers’ Agreements and/or its interest in the Sellers’ Facilities in favor of Banks as security for any financing, but the creation of such security over the Charged Assets shall only be permitted and be effective against the Buyer if at the time of the creation of the security over the Charged Assets, such Banks shall covenant directly with the Buyer (i) to procure that upon the enforcement of such security, they or any receiver appointed pursuant to the instrument creating the security or other Person enforcing the security or having control over the Charged Assets or any purchaser of the Charged Assets, shall accept and comply with the obligations conditions and covenants of the Seller in relation Transaction Agreement as if the Selectee had been the WDO under the Transaction Agreement and to assume, discharge and pay the debt due on terms and conditions agreed to by the Selectee with the secured creditors. The Selectee shall also undertake to enter into such documents and agreements with the Authority as may be necessary or required to give effect to the Charged Assets contained substitution of the WDO by the Selectee; (e) the Authority shall convey its acceptance or otherwise of the Selectee within 60 (sixty) Days of (a) the date of receipt of the Substitution Notice; or (b) the date of receipt of additional information and clarifications requested in respect of any data, particulars or information comprised in the Substitution Notice, whichever is later; (f) In the event that the Authority fails to communicate its acceptance or otherwise or the objections if any it has to the acceptance of the Substitution Notice, within the time specified in sub-clause (e) above, the Authority shall be deemed to have accepted the Substitution Notice and the Selectee. (g) upon acceptance of the Selectee by the Authority or the Authority having been deemed to have accepted the Substitution Notice, this Agreement shall be assigned in favour of the Selectee when: (i) such Selectee and the WDO shall execute a deed of adherence in the format as specified in Schedule V (Form of Deed of Adherence) confirming the Selectee’s adherence to the terms and conditions of the Transaction Agreements; and (ii) such Selectee shall execute such other documents and agreements with the Authority as may be necessary or required to give effect to the substitution of the WDO by the Selectee. 25.1.4 the WDO shall keep the Authority promptly informed about: (i) any default in its obligation under any arrangement with any of its Lenders; (ii) any Encumbrance created over the Washery or the Site under this Agreement; and (ii) not to sell the Charged Assets to any purchaser, unless there shall simultaneously be an assignment of all the rights and obligations of the Seller in relation to the Charged Assets under this Agreement to such purchaser in accordance (mutatis mutandis) with the provisions of Article 18.4. 18.6.4 The Buyer agrees, if required by any Lender of any Seller (individually and collectively referred to as “Sellers’ Lenders”), to provide Sellers’ Lenders with acknowledgments evidencing its consent to creating a security interest over the Charged Assets which shall include reasonable terms and conditions customary for an acknowledgement of this type, substantially in the form attached as Schedule 10 hereto.and

Security for Financing. 18.6.1 Notwithstanding ‌ 25.1 Subject to Applicable Laws and other applicable provisions of this Agreement, the foregoing, a Seller may at any time (upon giving WDO shall be entitled to create Encumbrance over the Buyer not less than thirty (30) days prior notice thereof) assign its rights to Washery or the receipt leasehold interest of any monies due or to become due from the Buyer to it under this Agreement to or WDO in the Site in favor of banksthe Lenders for the purposes of securing financing provided by the Lenders to the WDO for the Build/ Renovation of the Washery (including augmentation, bona fide financial entities or other lenders (if any) and creation of such Encumbrance shall not require prior approval of the Authority. This Encumbrance shall be subject to compliance with the conditions specified in this Article 18.6 together called “Banks”) as security for Clause 25.1, which conditions shall be reflected in the financing documents executed by the WDO with the Lenders: 25.1.1 the ownership of the land/Site shall always remain vested with the Authority and any financing, provided that creation of any Encumbrance over the Buyer assets of the WDO and on the leasehold rights of the WDO shall not affect the ownership of the Authority over such land/Site; 25.1.2 such Encumbrance shall not continue beyond the Contract Period; 25.1.3 in case of an event of default by the WDO under the financing documents executed with the Lenders, the Lenders shall be required or entitled to act on such assignment enforce the Encumbrance created in their favour in accordance with this Clause 25.1.3, Applicable Law and make payment to any other applicable provisions of the Banks unlessTransaction Agreements: (a) the assignment contains an acknowledgement from Lender with the Banks that their rights highest exposure (in case of multiple banking), shall be entitled to receive monies under seek a substitution of the assignment are subject WDO by providing a written notice to the terms of this Agreement; andAuthority (the “Substitution Notice”); (b) the Seller has provided Substitution Notice shall contain complete particulars of the Buyer proposed transferee (the “Selectee”), particulars of compliance of the Selectee with a certified copy all the Eligibility Conditions specified in the RFP, particulars of an extract (referring the debt due and such data and information as would be necessary and relevant for the Authority to decide as to acceptability of the above acknowledgement) from such assignment; andSelectee; (c) the Seller has confirmed Authority may require such other information as it may deem fit regarding suitability of the Selectee and the Lenders/Selectee shall promptly provide such information to the Buyer Authority; (d) the Substitution Notice must be accompanied by an unconditional undertaking of the Selectee to the effect that the Buyer it shall be entitled to rely on the receipt by such Banks of any monies paid upon acceptance by the Buyer to such Banks pursuant to such assignment as being due payment to Authority observe, comply with, perform and fulfil the Seller hereunder. 18.6.2 The authority given by the Seller to the Buyer (consequent upon an assignment which has been made under the provisions of Article 18. 6.1) to make payment of monies due hereunder to the Banks may be revoked by a notice given to the Buyer by the Seller which complies with the provisions of Article 11.4 and which expressly revokes such authority. 18.6.3 Notwithstanding the foregoingresidual terms, a Seller may at any time (upon giving the Buyer not less than thirty (30) day prior notice thereof) create, subject to the terms of this Article 18.6.3, any security over all or any of its rights under this Agreement (the “Charged Assets”) (except for the creation of security in respect of its rights hereunder to receive monies in respect of which rights the terms of Article 18.6.1 apply in relation to creation of security), the Seller’s Interest, the Seller’s Percentage of the Sellers’ Agreements and/or its interest in the Sellers’ Facilities in favor of Banks as security for any financing, but the creation of such security over the Charged Assets shall only be permitted and be effective against the Buyer if at the time of the creation of the security over the Charged Assets, such Banks shall covenant directly with the Buyer (i) to procure that upon the enforcement of such security, they or any receiver appointed pursuant to the instrument creating the security or other Person enforcing the security or having control over the Charged Assets or any purchaser of the Charged Assets, shall accept and comply with the obligations conditions and covenants of the Seller in relation Transaction Agreement as if the Selectee had been the WDO under the Transaction Agreement and to assume, discharge and pay the debt due on terms and conditions agreed to by the Selectee with the secured creditors. The Selectee shall also undertake to enter into such documents and agreements with the Authority as may be necessary or required to give effect to the Charged Assets contained substitution of the WDO by the Selectee; (e) the Authority shall convey its acceptance or otherwise of the Selectee within 60 (sixty) Days of (a) the date of receipt of the Substitution Notice; or (b) the date of receipt of additional information and clarifications requested in respect of any data, particulars or information comprised in the Substitution Notice, whichever is later; (f) In the event that the Authority fails to communicate its acceptance or otherwise or the objections if any it has to the acceptance of the Substitution Notice, within the time specified in sub-clause (e) above, the Authority shall be deemed to have accepted the Substitution Notice and the Selectee. (g) upon acceptance of the Selectee by the Authority or the Authority having been deemed to have accepted the Substitution Notice, this Agreement shall be assigned in favour of the Selectee when: (i) such Selectee and the WDO shall execute a deed of adherence in the format as specified in Schedule V (Form of Deed of Adherence) confirming the Selectee’s adherence to the terms and conditions of the Transaction Agreements; and (ii) such Selectee shall execute such other documents and agreements with the Authority as may be necessary or required to give effect to the substitution of the WDO by the Selectee. 25.1.4 the WDO shall keep the Authority promptly informed about: (i) any default in its obligation under any arrangement with any of its Lenders; (ii) any Encumbrance created over the Washery or the Site under this Agreement; and (ii) not to sell the Charged Assets to any purchaser, unless there shall simultaneously be an assignment of all the rights and obligations of the Seller in relation to the Charged Assets under this Agreement to such purchaser in accordance (mutatis mutandis) with the provisions of Article 18.4. 18.6.4 The Buyer agrees, if required by any Lender of any Seller (individually and collectively referred to as “Sellers’ Lenders”), to provide Sellers’ Lenders with acknowledgments evidencing its consent to creating a security interest over the Charged Assets which shall include reasonable terms and conditions customary for an acknowledgement of this type, substantially in the form attached as Schedule 10 hereto.and

Security for Financing. 18.6.1 Notwithstanding the foregoing, a Seller may at any time (upon giving the Buyer not less than thirty (30) days prior notice thereof) assign its rights to the receipt of any monies due or to become due from the Buyer to it under this Agreement to or in favor of banks, bona fide financial entities or other lenders (in this Article 18.6 ‎18.6 together called “"Banks”") as security for any financing, provided that the Buyer shall not be required or entitled to act on such assignment and make payment to the Banks unless: (a) the assignment contains an acknowledgement from the Banks that their rights to receive monies under the assignment are subject to the terms of this Agreement; and (b) the Seller has provided the Buyer with a certified copy of an extract (referring to the above acknowledgement) from such assignment; and (c) the Seller has confirmed to the Buyer that the Buyer shall be entitled to rely on the receipt by such Banks of any monies paid by the Buyer to such Banks pursuant to such assignment as being due payment to the Seller hereunder. 18.6.2 The authority given by the Seller to the Buyer (consequent upon an assignment which has been made under the provisions of Article 18‎18. 6.1) to make payment of monies due hereunder to the Banks may be revoked by a notice given to the Buyer by the Seller which complies with the provisions of Article 11.4 ‎11.4 and which expressly revokes such authority. 18.6.3 Notwithstanding the foregoing, a Seller may at any time (upon giving the Buyer not less than thirty (30) day prior notice thereof) create, subject to the terms of this Article 18.6.3‎18.6.3, any security over all or any of its rights under this Agreement (the “"Charged Assets”") (except for the creation of security in respect of its rights hereunder to receive monies in respect of which rights the terms of Article 18.6.1 ‎18.6.1 apply in relation to creation of security), the Seller’s Interest, the Seller’s Percentage of the Sellers’ Agreements and/or its interest in the Sellers’ Facilities in favor of Banks as security for any financing, but the creation of such security over the Charged Assets shall only be permitted and be effective against the Buyer if at the time of the creation of the security over the Charged Assets, such Banks shall covenant directly with the Buyer (i) to procure that upon the enforcement of such security, they or any receiver appointed pursuant to the instrument creating the security or other Person enforcing the security or having control over the Charged Assets or any purchaser of the Charged Assets, shall accept and comply with the obligations and covenants of the Seller in relation to the Charged Assets contained in this Agreement; and (ii) not to sell the Charged Assets to any purchaser, unless there shall simultaneously be an assignment of all the rights and obligations of the Seller in relation to the Charged Assets under this Agreement to such purchaser in accordance (mutatis mutandis) with the provisions of Article 18.4‎18.4. 18.6.4 The Buyer agrees, if required by any Lender of any Seller (individually and collectively referred to as “"Sellers’ ' Lenders”"), to provide Sellers’ ' Lenders with acknowledgments evidencing its consent to creating a security interest over the Charged Assets which shall include reasonable terms and conditions customary for an acknowledgement of this type, substantially in the form attached as Schedule 10 hereto.