Common use of Retention in Escrow Account Clause in Contracts

Retention in Escrow Account. Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisions of Clause 32.2.3, a sum equal to 5% (five per cent) of the total realisable User Fee for the year immediately preceding the Transfer Date shall be retained in the Escrow Account for a period of 120 (one hundred and twenty) days after Termination for meeting the liabilities, if any, arising out of or in connection with the provisions of Clause 32.1. Without prejudice to the provisions of Clause 32.2.1, the Independent Engineer shall carry out an inspection of the Project at any time between 210 (two hundred and ten) and 180 (one hundred and eighty) days prior to the Termination and if it recommends that the status of the Project is such that a sum larger than the amount stipulated in Clause 32.2.1 should be retained in the Escrow Account and for a period longer than the aforesaid 120 (one hundred and twenty) days, the amount recommended by the Independent Engineer shall be retained in the Escrow Account for the period specified by it. The Concessionaire may, for the performance of its obligations under this Article 32, provide to the Authority a guarantee from a Bank for a sum equivalent to the amount determined under Clause 32.2.1 or 32.2.2, as the case may be, and for the period specified therein, substantially in the form set forth in Schedule-F (the “Performance Guarantee”), to be modified, mutatis mutandis, for this purpose, and the Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to encash and appropriate the required amounts from the Performance Guarantee for undertaking the repairs or rectification at the Concessionaire’s risk and cost in accordance with the provisions of this Article 32. Upon furnishing of a Performance Guarantee under this Clause 32.2.3, the retention of funds in the Escrow Account in terms of Clause 32.2.1 or 32.2.2, as the case may be, shall be dispensed with. Handing Over of the Project Assets Upon the expiry of the Concession by efflux of time and in the normal course, the Concessionaire shall at the end of the Concession Period, hand over encumbrance free and peaceful possession of the Project Assets in working conditions including Project Site/Facility at no cost to Authority. Joint Inspection and Removal of Deficiency The handing over process shall be initiated at least 6 (six) months before the actual date of expiry of the Concession Period by a joint inspection by the Independent Engineer and the Concessionaire. The Independent Engineer shall, within 15 (fifteen) days of such inspection prepare and furnish to the Concessionaire a list of works/jobs/additions/alterations, if any, to be carried out to bring the Project to the prescribed level of service condition at least 3 (three) months prior to the date of expiry of the Concession Period. In case the Concessionaire fails to carry out the above works, within the stipulated time period the Authority shall be at liberty to have these works executed by any other Person at the risk and cost of the Concessionaire and any cost incurred by Authority in this regard shall be reimbursed by the Concessionaire to Authority within 15 (fifteen) days of receipt of demand. For this purpose, Authority shall without prejudice to any other right/remedy available to it, under this Agreement, have the right to appropriate the Performance Security and/or to set off any amounts due, if any, and payable by Authority to the Concessionaire to the extent required/ available and to recover deficit amount, if any, from the Concessionaire.

Retention in Escrow Account. Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisions of Clause 32.2.333.2.3, a sum equal to 5% (five per cent) of the total realisable User Realisable Fee for the year immediately preceding the Transfer Date shall be retained in the Escrow Account for a period of 120 210 (one two hundred and twentyten) days after Termination for meeting the liabilities, if any, arising out of or in connection with the provisions of Clause 32.133.1. Without prejudice to the provisions of Clause 32.2.133.2.1, the Independent Engineer shall carry out an inspection of the Project (a) at any time between 210 (two hundred and ten) and 180 (one hundred and eighty) days prior to the Termination by efflux of time; and (b) in case of Termination for Authority / SSNNL / FED Default or Concessionaire Default immediately upon the issuance of Termination Notice by Authority / SSNNL / FED or Concessionaire (as the case may be); and if it recommends that the status of the Project is such that a sum larger than the amount stipulated in Clause 32.2.1 33.2.1 should be retained in the Escrow Account and for a period longer than the aforesaid 120 210 (one two hundred and twentyten) days, the amount recommended by the Independent Engineer shall be retained in the Escrow Account for the period specified by it. The Concessionaire may, for the performance of its obligations under this Article 32Clause 33, provide to the Authority / SSNNL / FED a guarantee from a Bank for a sum equivalent to the amount determined under Clause 32.2.1 33.2.1 or 32.2.233.2.2, as the case may be, and for the period specified therein, substantially in the form set forth in Schedule-F Appendix XII (the “Operation Performance Guarantee”), to be modified, modified mutatis mutandis, mutandis for this purpose, and the Authority / SSNNL / FED shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to encash and and, appropriate the required amounts from the Operation Performance Guarantee for undertaking the repairs or rectification at the Concessionaire’s risk and cost in accordance with the provisions of this Article 32Clause 33. Upon furnishing of a an Operation Performance Guarantee under this Clause 32.2.3Clause, the retention of funds in the Escrow Account in terms of Clause 32.2.1 33.2.1 or 32.2.233.2.2, as the case may be, shall be dispensed with. Handing Over of the Project Assets Upon the expiry of the Concession by efflux of time and in the normal course, the Concessionaire shall at the end of the Concession Period, hand over encumbrance free and peaceful possession of the Project Assets in working conditions including Project Site/Facility at no cost to Authority. Joint Inspection and Removal of Deficiency The handing over process shall be initiated at least 6 (six) months before the actual date of expiry of the Concession Period by a joint inspection by the Independent Engineer and the Concessionaire. The Independent Engineer shall, within 15 (fifteen) days of such inspection prepare and furnish to the Concessionaire a list of works/jobs/additions/alterations, if any, to be carried out to bring the Project to the prescribed level of service condition at least 3 (three) months prior to the date of expiry of the Concession Period. In case the Concessionaire fails to carry out the above works, within the stipulated time period the Authority shall be at liberty to have these works executed by any other Person at the risk and cost of the Concessionaire and any cost incurred by Authority in this regard shall be reimbursed by the Concessionaire to Authority within 15 (fifteen) days of receipt of demand. For this purpose, Authority shall without prejudice to any other right/remedy available to it, under this Agreement, have the right to appropriate the Performance Security and/or to set off any amounts due, if any, and payable by Authority to the Concessionaire to the extent required/ available and to recover deficit amount, if any, from the Concessionaire.

Retention in Escrow Account. Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisions of Clause 32.2.339.2.3, a sum equal to 5% (five per cent) of the total realisable User Realisable Fee for the year immediately preceding the Transfer Date shall be retained in the Escrow Account for a period of 120 (one hundred and twenty) days after Termination for meeting the liabilities, if any, arising out of or in connection with the provisions of Clause 32.139.1. Without prejudice to the provisions of Clause 32.2.139.2.1, the Independent Engineer shall carry out an inspection of the Project Highway at any time between 210 (two hundred and ten) and 180 (one hundred and eighty) days prior to the Termination and if it recommends that the status of the Project Highway is such that a sum larger than the amount stipulated in Clause 32.2.1 39.2.1 should be retained in the Escrow Account and for a period longer than the aforesaid 120 (one hundred and twenty) days, the amount recommended by the Independent Engineer shall be retained in the Escrow Account for the period specified by it. The Concessionaire may, for the performance of its obligations under this Article 3239, provide to the Authority a guarantee from a Bank for a sum equivalent to the amount determined under Clause 32.2.1 39.2.1 or 32.2.239.2.2, as the case may be, and for the period specified therein, substantially in the form set forth in Schedule-F (the “Performance Guarantee”), to be modified, mutatis mutandis, for this purpose, and the Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to encash and appropriate the required amounts from the Performance Guarantee for undertaking the repairs or rectification at the Concessionaire’s risk and cost in accordance with the provisions of this Article 3239. Upon furnishing of a Performance Guarantee under this Clause 32.2.339.2.3, the retention of funds in the Escrow Account in terms of Clause 32.2.1 39.2.1 or 32.2.239.2.2, as the case may be, shall be dispensed with. Handing Over of the Project Assets Upon the expiry of the Concession by efflux of time and in the normal course, the Concessionaire shall at the end of the Concession Period, hand over encumbrance free and peaceful possession of the Project Assets in working conditions including Project Site/Facility at no cost to Authority. Joint Inspection and Removal of Deficiency The handing over process shall be initiated at least 6 (six) months before the actual date of expiry of the Concession Period by a joint inspection by the Independent Engineer and the Concessionaire. The Independent Engineer shall, within 15 (fifteen) days of such inspection prepare and furnish to the Concessionaire a list of works/jobs/additions/alterations, if any, to be carried out to bring the Project to the prescribed level of service condition at least 3 (three) months prior to the date of expiry of the Concession Period. In case the Concessionaire fails to carry out the above works, within the stipulated time period the Authority shall be at liberty to have these works executed by any other Person at the risk and cost of the Concessionaire and any cost incurred by Authority in this regard shall be reimbursed by the Concessionaire to Authority within 15 (fifteen) days of receipt of demand. For this purpose, Authority shall without prejudice to any other right/remedy available to it, under this Agreement, have the right to appropriate the Performance Security and/or to set off any amounts due, if any, and payable by Authority to the Concessionaire to the extent required/ available and to recover deficit amount, if any, from the Concessionaire.Part VI Other Provisions

Retention in Escrow Account. Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisions of Clause 32.2.334.2.3, a sum equal to 5[10% (five ten per cent) )] of the total realisable User Fee for in respect of the year Accounting Year immediately preceding the Transfer Date shall be retained in by the Escrow Account Authority for a period of 120 [150 (one hundred and twenty) fifty)] days after Termination for meeting the liabilities, if any, arising out of or in connection with the provisions of Clause 32.134.1. Without prejudice to the provisions of Clause 32.2.134.2.1, the Independent Engineer Authority shall carry out an inspection of the Project Buses and Maintenance Depots at any time between 210 (two hundred and ten) and [180 (one hundred and eighty) )] and [15 (fifteen)] days prior to the Termination and if it recommends determines that the status of the Project Buses is such that a sum larger than the amount stipulated in Clause 32.2.1 34.2.1 should be retained in by the Escrow Account Authority and for a period longer than the aforesaid 120 [180 (one hundred and twenty) eighty)] days, the amount recommended by so determined, subject to a ceiling equivalent to twice the Independent Engineer amount specified in Clause 34.2.1 shall be retained in by the Escrow Account Authority for the a period specified by itnot exceeding [240 (two hundred and forty)] days. The Concessionaire Operator may, for the performance of its obligations under this Article 3234, provide to the Authority a guarantee from a Bank for a sum equivalent to the amount determined under Clause 32.2.1 34.2.1 or 32.2.234.2.2, as the case may be, and for the period specified therein, substantially in the form set forth in Schedule-F D (the “Performance GuaranteeSecurity”), to be modified, mutatis mutandis, for this purpose, and the Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to encash and appropriate the required amounts from the Performance Guarantee Security for undertaking the repairs or rectification at the ConcessionaireOperator’s risk and cost in accordance with the provisions of this Article 3234. Upon furnishing of a Performance Guarantee Security under this Clause 32.2.334.2.3, the retention of funds in the Escrow Account in terms of Clause 32.2.1 34.2.1 or 32.2.234.2.2, as the case may be, shall be dispensed with. Handing Over of the Project Assets Upon the expiry of the Concession by efflux of time and in the normal course, the Concessionaire shall at the end of the Concession Period, hand over encumbrance free and peaceful possession of the Project Assets in working conditions including Project Site/Facility at no cost to Authority. Joint Inspection and Removal of Deficiency The handing over process shall be initiated at least 6 (six) months before the actual date of expiry of the Concession Period by a joint inspection by the Independent Engineer and the Concessionaire. The Independent Engineer shall, within 15 (fifteen) days of such inspection prepare and furnish to the Concessionaire a list of works/jobs/additions/alterations, if any, to be carried out to bring the Project to the prescribed level of service condition at least 3 (three) months prior to the date of expiry of the Concession Period. In case the Concessionaire fails to carry out the above works, within the stipulated time period the Authority shall be at liberty to have these works executed by any other Person at the risk and cost of the Concessionaire and any cost incurred by Authority in this regard shall be reimbursed by the Concessionaire to Authority within 15 (fifteen) days of receipt of demand. For this purpose, Authority shall without prejudice to any other right/remedy available to it, under this Agreement, have the right to appropriate the Performance Security and/or to set off any amounts due, if any, and payable by Authority to the Concessionaire to the extent required/ available and to recover deficit amount, if any, from the Concessionaire.Part VI Other Provisions