Common use of SPV’s Default Clause in Contracts

SPV’s Default. The occurrence and/or continuation of any of the following events, unless any such event occurs as a result of an event of Force Majeure or a breach by MSEDCL of its obligations under this PPA, shall constitute an ‘SPV Event of Default’: (a) the failure to commence supply of power to MSEDCL up to the Contracted Capacity, by the end of the period specified in Article 6, or failure to continue supply of Contracted Capacity to MSEDCL after Commercial Operation Date throughout the term of this PPA, or (b) if (i) the SPV assigns, mortgages or charges or purports to assign, mortgage or charge any of its assets or rights related to the Project in contravention of the provisions of this PPA; or (ii) the SPV transfers or novates any of its rights and/ or obligations under this PPA, in a manner contrary to the provisions herein; except where such transfer is: (A) in pursuance of a Law; and does not affect the ability of the transferee to perform, and such transferee has the financial capability to perform, its obligations under this PPA; or (B) to a transferee who assumes such obligations under this PPA and the PPA remains effective with respect to the transferee; (c) if (i) the SPV becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested for a period of 30 (thirty) days, or (ii) any winding up or bankruptcy or insolvency order is passed against the SPV, or (iii) the SPV goes into liquidation or dissolution or has a receiver or any similar officer appointed over all or substantially all of its assets or official liquidator is appointed to manage its affairs, pursuant to Law, provided that a dissolution or liquidation of the SPV will not be a SPV Event of Default if such dissolution or liquidation is for the purpose of a merger, consolidation; or (iv) reorganization and where the resulting company retains creditworthiness similar to the SPV and expressly assumes all obligations of the SPV under this PPA and is in a position to perform them; or (d) the SPV repudiates this PPA and does not rectify such breach within a period of 30 (thirty) days from a notice from MSEDCL in this regard; or (e) except where due to any MSEDCL’s failure to comply with its material obligations, the SPV is in breach of any of its material obligations pursuant to this PPA, and such material breach is not rectified by the SPV within 30 (thirty) days of receipt of first notice in this regard given by MSEDCL; or (f) occurrence of any other event which is specified in this PPA to be a material breach/ default of the SPV, except where due to MSEDCL’s failure to comply with its material obligations, the SPV is in breach of any of its material obligations pursuant to this PPA, and such material breach is not rectified by the SPV within 30 (thirty) days of receipt of first notice in this regard given by MSEDCL.

SPV’s Default. The occurrence and/or continuation of any of the following events, unless any such event occurs as a result of an event of Force Majeure or a breach by MSEDCL of its obligations under this PPA, shall constitute an ‘“SPV Event of Default’”: (a) the failure to commence supply of power to MSEDCL up to the Contracted Capacity, by the end of the period specified in Article 6beyond 2 (two) months from SCSD, or failure to continue supply of Contracted Capacity to MSEDCL after Commercial Operation Date throughout the term of this PPA, ; or (b) failure to maintain energy supply corresponding to the Declared CUF; (c) if (i) the SPV assigns, mortgages or charges or purports to assign, mortgage or charge any of its assets or rights related to the Project in contravention of the provisions of this PPA; or (ii) the SPV assigns, transfers or novates any of its rights and/ or obligations under this PPA, in a manner contrary to the provisions herein; except where such transfer is: (A) in pursuance of a Law; and does not affect the ability of the transferee to perform, and such transferee has the financial capability to perform, its obligations under this PPA; or (B) to a transferee who assumes such obligations under this PPA and the this PPA remains effective with respect to the transferee; (cd) if (i) the SPV becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested for a period of 30 (thirty) days, or (ii) any winding up or bankruptcy or insolvency order is passed against the SPV, or (iii) the SPV goes into liquidation or dissolution or has a receiver or any similar officer appointed over all or substantially all of its assets or official liquidator is appointed to manage its affairs, pursuant to Law, provided that a dissolution or liquidation of the SPV will not be a SPV Event of Default if such dissolution or liquidation is for the purpose of a merger, consolidation; or (iv) or reorganization and where the resulting company retains creditworthiness similar to the SPV and expressly assumes all obligations of the SPV under this PPA and is in a position to perform them; or (de) the SPV repudiates this PPA and does not rectify such breach within a period of 30 (thirty) days from a notice from MSEDCL in this regard; or (e) except where due to any MSEDCL’s failure to comply with its material obligations, the SPV is in breach of any of its material obligations pursuant to this PPA, and such material breach is not rectified by the SPV within 30 (thirty) days of receipt of first notice in this regard given by MSEDCL; or (f) occurrence of any other event which is specified in this PPA to be a material breach/ default of the SPV, except where due to MSEDCL’s MSEDCL‟s failure to comply with its material obligations, the SPV is in breach of any of its material obligations pursuant to this PPA, and such material breach is not rectified by the SPV within 30 (thirty) days of receipt of first notice in this regard given by MSEDCL.