Common use of Payment Security Clause in Contracts

Payment Security. 9.4.1 MSEDCL shall provide to the SPV, in respect of payment of its Bills and/or Supplementary Bills, a monthly unconditional, revolving and irrevocable letter of credit (“Letter of Credit”), opened and maintained which may be drawn upon by the SPV in accordance with this Article 9. 9.4.2 Not later than 1 (one) month prior to the Scheduled Commercial Operation Date, MSEDCL shall through a scheduled bank open a Letter of Credit in favour of the SPV, to be made operative from a date prior to the Due Date of Payment of its first Monthly Bill under this PPA post the Scheduled Commercial Operation Date. The Letter of Credit shall have a term of 12 (twelve) months and shall be renewed annually, for an amount equal to: (a) for the first Contract Year, equal to the estimated average monthly billing for the relevant Units; (b) for each subsequent Contract Year, equal to the average of the monthly billing of the previous Contract Year for the relevant Units. Provided that the SPV shall not draw upon such Letter of Credit prior to achievement of Commercial Operation Date for the entire Project. The SPV shall also not be permitted to draw upon such Letter of Credit prior to the Due Date of Payment of the relevant Bill and/or Supplementary Bill, and shall not make more than one drawal in a month. Provided further that if at any time, such Letter of Credit amount falls short of the amount specified hereinabove due to any reason whatsoever, MSEDCL shall restore such shortfall within 15 (fifteen) days. 9.4.3 MSEDCL shall cause the scheduled bank issuing the Letter of Credit to intimate the SPV, in writing regarding establishing of such irrevocable Letter of Credit. 9.4.4 MSEDCL shall ensure that the Letter of Credit shall be renewed not later than its expiry. 9.4.5 All costs relating to opening, maintenance of the Letter of Credit shall be borne by MSEDCL. 9.4.6 If MSEDCL fails to pay undisputed Bill or Supplementary Bill or a part thereof within and including the Due Date of Payment, then, subject to Article 9.4.4 and 9.5.2, the SPV may draw upon the Letter of Credit, and accordingly the bank shall pay without any reference or instructions from MSEDCL, an amount equal to such Monthly Bill or Supplementary Bill or part thereof, in accordance with Article 9.4.2 above, by presenting to the scheduled bank issuing the Letter of Credit, the following documents: (a) a copy of the Monthly Bill or Supplementary Bill which has remained unpaid to SPV; and (b) a certificate from the SPV to the effect that the Bill at sub-clause (a) above, or specified part thereof, is in accordance with the PPA and has remained unpaid beyond the Due Date of Payment. 9.4.7 In case the Bill or the Supplementary Bill is of an amount greater than the amounts secured by the Letter of Credit and remains unpaid in full or in part for a period of more than 3 (three) months, then the SPV may access the guarantee funds in terms of the Implementation Agreement to obtain such amounts due to it.

Payment Security. 9.4.1 MSEDCL shall 12.1.1 The Aggregator shall, no later than 30 (thirty) days prior to the likely date of the Appointed Date, provide to the SPVSupplier, in respect of payment of its Bills and/or Supplementary Bills, a monthly an unconditional, revolving and irrevocable letter of credit with for an amount equivalent to 20% (twenty percent) of the annual Capacity Charge (the “Letter of Credit”), opened and maintained which may be drawn upon by the SPV Supplier for recovery of payment due against the Monthly Invoice in accordance with the provisions of this Article 9. 9.4.2 Not later than 1 (one) month prior to the Scheduled Commercial Operation Date, MSEDCL shall through a scheduled bank open a Letter of Credit in favour of the SPV, to be made operative from a date prior to the Due Date of Payment of its first Monthly Bill under this PPA post the Scheduled Commercial Operation DateAgreement. The Letter of Credit shall have a term of 12 (twelve) months be substantially in the form specified in Schedule-C and shall come into effect on the Appointed Date, and shall be renewed annually, for an amount equal to: modified once every year to reflect the revision in 20% (atwenty percent) for the first Contract Year, equal to the estimated average monthly billing for the relevant Units; (b) for each subsequent Contract Year, equal to the average of the monthly billing annual Capacity Charge in accordance with the provisions of the previous Contract Year for the relevant Units. Provided that the SPV shall not draw upon such Letter of Credit prior to achievement of Commercial Operation Date for the entire Project. The SPV shall also not be permitted to draw upon such Letter of Credit prior to the Due Date of Payment of the relevant Bill and/or Supplementary Bill, and shall not make more than one drawal in a month. Provided further that if at any time, such Letter of Credit amount falls short of the amount specified hereinabove due to any reason whatsoever, MSEDCL shall restore such shortfall within 15 (fifteen) daysthis Agreement. 9.4.3 MSEDCL shall cause the scheduled bank issuing the Letter of Credit to intimate the SPV, in writing regarding establishing of such irrevocable Letter of Credit. 9.4.4 MSEDCL shall ensure that the 12.1.2 The Letter of Credit shall be renewed not later than its expiry. 9.4.5 procured by the Aggregator from a bank where at least 30% (thirty per cent) of the Aggregator‟s total monthly Revenues are normally deposited. All costs and expenses relating to opening, opening and maintenance of the Letter of Credit shall be borne by MSEDCLthe Aggregator. 9.4.6 If MSEDCL fails 12.1.3 In the event of Aggregator‟s failure to pay undisputed Bill or Supplementary Bill or a part thereof within and including the Monthly Invoice before the 27th (twenty seventh) day of the month in which the relevant Payment Due Date of Payment, then, subject to Article 9.4.4 and 9.5.2occurs, the SPV may draw upon Supplier may, in its discretion, invoke the Letter of CreditCredit for recovery of the amount due, and accordingly the bank shall pay without any reference or instructions from MSEDCL, an amount equal to such Monthly Bill or Supplementary Bill or part thereof, in accordance with Article 9.4.2 above, by presenting to the scheduled bank issuing Aggregator, pay the Letter of Credit, amount due upon the Supplier presenting the following documents, namely: (a) a copy of the Monthly Bill or Supplementary Bill Invoice which has remained unpaid to SPVunpaid; and (b) a certificate from the SPV Supplier to the effect that the Bill at sub-clause (a) above, or specified part thereof, Monthly Invoice is in accordance with this Agreement and that the PPA amount due and payable has remained unpaid beyond the Due Date of Paymentunpaid. 9.4.7 12.1.4 In case the Bill or event that the Supplementary Bill is of an amount greater than the amounts secured covered by the Letter of Credit and remains unpaid in full is at any time less than 20% (twenty percent) of the annual Capacity Charge or in part is insufficient for recovery of payment due against the Monthly Invoice, the Aggregator shall, within a period of more than 3 7 (threeseven) monthsdays from the date on which such shortfall occurred, then cause the SPV may access Letter of Credit to be replenished and reinstated to the guarantee funds extent specified in terms Clause 12.1. 1. For the avoidance of doubt, the Parties agree that the Letter of Credit shall not be revised solely on account of revision in 20% (twenty percent) of the Implementation Agreement annual Capacity Charge, except to obtain give effect to such amounts due to itrevision once every year. 12.1.5 The Parties may, by mutual agreement, substitute the Letter of Credit by an unconditional and irrevocable bank guarantee or any equivalent instrument as may be mutually agreed upon.

Payment Security. 9.4.1 MSEDCL shall 12.1.1 The Utility shall, no later than 30 (thirty) days prior to the likely date of the Appointed Date, provide to the SPVAggregator, in respect of payment of its Bills and/or Supplementary Bills, a monthly an unconditional, revolving and irrevocable letter of credit for an amount equivalent to 20% (twenty percent) of the annual Capacity Charge (the “Letter of Credit”), opened and maintained which may be drawn upon by the SPV Aggregator for recovery of payment due against the Monthly Invoice in accordance with the provisions of this Article 9. 9.4.2 Not later than 1 (one) month prior to the Scheduled Commercial Operation Date, MSEDCL shall through a scheduled bank open a Letter of Credit in favour of the SPV, to be made operative from a date prior to the Due Date of Payment of its first Monthly Bill under this PPA post the Scheduled Commercial Operation DateAgreement. The Letter of Credit shall have a term of 12 (twelve) months be substantially in the form specified in Schedule-B and shall come into effect on the Appointed Date, and shall be renewed annually, for an amount equal to: modified once every year to reflect the revision in 20% (atwenty percent) for the first Contract Year, equal to the estimated average monthly billing for the relevant Units; (b) for each subsequent Contract Year, equal to the average of the monthly billing annual Capacity Charge in accordance with the provisions of the previous Contract Year for the relevant Units. Provided that the SPV shall not draw upon such Letter of Credit prior to achievement of Commercial Operation Date for the entire Project. The SPV shall also not be permitted to draw upon such Letter of Credit prior to the Due Date of Payment of the relevant Bill and/or Supplementary Bill, and shall not make more than one drawal in a month. Provided further that if at any time, such Letter of Credit amount falls short of the amount specified hereinabove due to any reason whatsoever, MSEDCL shall restore such shortfall within 15 (fifteen) daysthis Agreement. 9.4.3 MSEDCL shall cause the scheduled bank issuing the Letter of Credit to intimate the SPV, in writing regarding establishing of such irrevocable Letter of Credit. 9.4.4 MSEDCL shall ensure that the 12.1.2 The Letter of Credit shall be renewed not later than its expiry. 9.4.5 procured by the Utility from a bank where at least 30% (thirty per cent) of the Utility‟s total monthly Revenues are normally deposited. All costs and expenses relating to opening, opening and maintenance of the Letter of Credit shall be borne by MSEDCLthe Utility. 9.4.6 If MSEDCL fails 12.1.3 In the event of Utility‟s failure to pay undisputed Bill or Supplementary Bill or a part thereof within and including the Monthly Invoice before the 27th (twenty seventh) day of the month in which the relevant Payment Due Date of Payment, then, subject to Article 9.4.4 and 9.5.2occurs, the SPV may draw upon Aggregator may, in its discretion, invoke the Letter of CreditCredit for recovery of the amount due, and accordingly the bank shall pay without any reference or instructions from MSEDCL, an amount equal to such Monthly Bill or Supplementary Bill or part thereof, in accordance with Article 9.4.2 above, by presenting to the scheduled bank issuing Utility, pay the Letter of Credit, amount due upon the Aggregator presenting the following documents, namely: (a) a copy of the Monthly Bill or Supplementary Bill Invoice which has remained unpaid to SPVunpaid; and (b) a certificate from the SPV Aggregator to the effect that the Bill at sub-clause (a) above, or specified part thereof, Monthly Invoice is in accordance with this Agreement and that the PPA amount due and payable has remained unpaid beyond the Due Date of Paymentunpaid. 9.4.7 12.1.4 In case the Bill or event that the Supplementary Bill is of an amount greater than the amounts secured covered by the Letter of Credit and remains unpaid in full is at any time less than 20% (twenty percent) of the annual Capacity Charge or in part is insufficient for recovery of payment due against the Monthly Invoice, the Utility shall, within a period of more than 3 7 (threeseven) monthsdays from the date on which such shortfall occurred, then cause the SPV may access Letter of Credit to be replenished and reinstated to the guarantee funds extent specified in terms Clause 12.1.1. For the avoidance of doubt, the Parties agree that the Letter of Credit shall not be revised solely on account of revision in 20% (twenty percent) of the Implementation Agreement annual Capacity Charge, except to obtain give effect to such amounts due to itrevision once every year. 12.1.5 The Parties may, by mutual agreement, substitute the Letter of Credit by an unconditional and irrevocable bank guarantee or any equivalent instrument as may be mutually agreed upon.

Payment Security. 9.4.1 MSEDCL shall 12.1.1 The Aggregator shall, no later than 30 (thirty) days prior to the likely date of the Appointed Date, provide to the SPVSupplier, in respect of payment of its Bills and/or Supplementary Bills, a monthly an unconditional, revolving and irrevocable letter of credit with for an amount equivalent to 20% (twenty percent) of the annual Capacity Charge (the “Letter of Credit”), opened and maintained which may be drawn upon by the SPV Supplier for recovery of payment due against the Monthly Invoice in accordance with the provisions of this Article 9. 9.4.2 Not later than 1 (one) month prior to the Scheduled Commercial Operation Date, MSEDCL shall through a scheduled bank open a Letter of Credit in favour of the SPV, to be made operative from a date prior to the Due Date of Payment of its first Monthly Bill under this PPA post the Scheduled Commercial Operation DateAgreement. The Letter of Credit shall have a term of 12 (twelve) months be substantially in the form specified in Schedule-C and shall come into effect on the Appointed Date, and shall be renewed annually, for an amount equal to: modified once every year to reflect the revision in 20% (atwenty percent) for the first Contract Year, equal to the estimated average monthly billing for the relevant Units; (b) for each subsequent Contract Year, equal to the average of the monthly billing annual Capacity Charge in accordance with the provisions of the previous Contract Year for the relevant Units. Provided that the SPV shall not draw upon such Letter of Credit prior to achievement of Commercial Operation Date for the entire Project. The SPV shall also not be permitted to draw upon such Letter of Credit prior to the Due Date of Payment of the relevant Bill and/or Supplementary Bill, and shall not make more than one drawal in a month. Provided further that if at any time, such Letter of Credit amount falls short of the amount specified hereinabove due to any reason whatsoever, MSEDCL shall restore such shortfall within 15 (fifteen) daysthis Agreement. 9.4.3 MSEDCL shall cause the scheduled bank issuing the Letter of Credit to intimate the SPV, in writing regarding establishing of such irrevocable Letter of Credit. 9.4.4 MSEDCL shall ensure that the 12.1.2 The Letter of Credit shall be renewed not later than its expiry. 9.4.5 procured by the Aggregator from a bank where at least 30% (thirty per cent) of the Aggregator’s total monthly Revenues are normally deposited. All costs and expenses relating to opening, opening and maintenance of the Letter of Credit shall be borne by MSEDCLthe Aggregator. 9.4.6 If MSEDCL fails 12.1.3 In the event of Aggregator’s failure to pay undisputed Bill or Supplementary Bill or a part thereof within and including the Monthly Invoice before the 27th (twenty seventh) day of the month in which the relevant Payment Due Date of Payment, then, subject to Article 9.4.4 and 9.5.2occurs, the SPV may draw upon Supplier may, in its discretion, invoke the Letter of CreditCredit for recovery of the amount due, and accordingly the bank shall pay without any reference or instructions from MSEDCL, an amount equal to such Monthly Bill or Supplementary Bill or part thereof, in accordance with Article 9.4.2 above, by presenting to the scheduled bank issuing Aggregator, pay the Letter of Credit, amount due upon the Supplier presenting the following documents, namely: (a) a copy of the Monthly Bill or Supplementary Bill Invoice which has remained unpaid to SPVunpaid; and (b) a certificate from the SPV Supplier to the effect that the Bill at sub-clause (a) above, or specified part thereof, Monthly Invoice is in accordance with this Agreement and that the PPA amount due and payable has remained unpaid beyond the Due Date of Paymentunpaid. 9.4.7 12.1.4 In case the Bill or event that the Supplementary Bill is of an amount greater than the amounts secured covered by the Letter of Credit and remains unpaid in full is at any time less than 20% (twenty percent) of the annual Capacity Charge or in part is insufficient for recovery of payment due against the Monthly Invoice, the Aggregator shall, within a period of more than 3 7 (threeseven) monthsdays from the date on which such shortfall occurred, then cause the SPV may access Letter of Credit to be replenished and reinstated to the guarantee funds extent specified in terms Clause 12.1. 1. For the avoidance of doubt, the Parties agree that the Letter of Credit shall not be revised solely on account of revision in 20% (twenty percent) of the Implementation Agreement annual Capacity Charge, except to obtain give effect to such amounts due to itrevision once every year. 12.1.5 The Parties may, by mutual agreement, substitute the Letter of Credit by an unconditional and irrevocable bank guarantee or any equivalent instrument as may be mutually agreed upon.

Payment Security. 9.4.1 MSEDCL shall provide to the SPV, in respect of payment of its Bills and/or Supplementary Bills, a monthly unconditional, revolving and irrevocable letter of credit (“Letter of Credit”), opened and maintained which may be drawn upon by the SPV in accordance with this Article 9. 9.4.2 Not later than 1 (one) month prior to the Scheduled Commercial Operation DateSCSD, MSEDCL shall shall, through a scheduled bank open bank, get a Letter of Credit issued in favour of the SPV, to be made operative from a date prior to the Due Date of Payment of its first Monthly Bill under this PPA post the Scheduled Commercial Operation DateSCSD. The Letter of Credit shall have a term of 12 (twelve) months and shall be renewed annually, for an amount equal to: (a) for the first Contract Year, equal to the estimated average monthly billing for the relevant Units; (b) for each subsequent Contract Year, equal to the average of the monthly billing of the previous Contract Year for the relevant Units. Provided that the SPV shall not draw upon such Letter of Credit prior to achievement of Commercial Operation Date for the entire Project. The SPV shall also not be permitted to draw upon such Letter of Credit prior to the Due Date of Payment of the relevant Bill and/or Supplementary Bill, and shall not make more than one drawal in a month. Provided further that if at any time, such Letter of Credit amount falls short of the amount specified hereinabove due to any reason whatsoever, MSEDCL shall restore such shortfall within 15 (fifteen) days. 9.4.3 MSEDCL shall cause the scheduled bank issuing the Letter of Credit to intimate the SPV, in writing regarding establishing of such irrevocable Letter of Credit. 9.4.4 MSEDCL shall ensure that the Letter of Credit shall be renewed not later than its expiry. 9.4.5 All costs relating to opening, maintenance of the Letter of Credit shall be borne by MSEDCL. 9.4.6 If MSEDCL fails to pay an undisputed Bill or Supplementary Bill or a part thereof within and including the Due Date of Payment, then, subject to Article 9.4.4 and 9.5.2, the SPV may draw upon the Letter of Credit, and accordingly the bank shall pay without any reference or instructions from MSEDCL, an amount equal to such Monthly Bill or Supplementary Bill or part thereof, in accordance with Article 9.4.2 above, by presenting to the scheduled bank issuing the Letter of Credit, the following documents: (a) a copy of the Monthly Bill or Supplementary Bill which has remained unpaid to SPV; and (b) a certificate from the SPV to the effect that the Bill at sub-clause (a9.4.6(a) above, or specified part thereof, is in accordance with the this PPA and has remained unpaid beyond the Due Date of Payment. 9.4.7 In case the Bill or the Supplementary Bill is of an amount greater than the amounts secured by the Letter of Credit and remains unpaid in full or in part for a period of more than 3 (three) months, then the SPV may access the guarantee funds in terms of the Implementation Agreement to obtain such amounts due to it.