Common use of Creation of Security Clause in Contracts

Creation of Security. (a) Notwithstanding the provisions of Section 9.1, for the purpose of financing the Project, in connection with the Financial Closing the Company may assign to, or create a security interest in favour of, the Lenders in the Company’s rights and interests under or pursuant to (i) this Agreement, (ii) any agreement or document included within or contemplated by the Project Agreements, (iii) the Complex, (iv) the Site, (v) the movable, immovable, and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company. (b) The Lenders shall have no rights (except as expressly provided herein) or obligations to the AJ&K/Provincial Government under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give notice of such succession (“the Succession Notice”) to the AJ&K/Provincial Government and shall assume liability for all of the Company’s obligations under this Agreement, including payment of any amounts due and owing to the AJ&K/Provincial Government for breaches or defaults by the Company and other liabilities arising under this Agreement prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement; provided, however, that any liability of the Lenders or their designees shall be strictly limited to the interest of the Lenders in the Complex. (c) Upon notification by the Lenders or the Agent to the AJ&K/Provincial Government, of the occurrence and continuance of an event of default under the Financing Documents, the Lenders shall have the right, among others, to (i) take possession of the Complex and prior to the Commercial Operations Date, complete construction of the Complex and operate and maintain the same and, after the Commercial Operations Date, operate and maintain the same, and (ii) cure any continuing Company Event of Default as provided under Article XI. (d) In the event the Lenders desire to sell, transfer or assign the Complex as a going concern with all assets (present and future) together with possession thereof (hereinafter the “Transfer of the Complex”) for the purposes of enforcing their rights under or pursuant to the Financing Documents, the following conditions shall apply: (i) Lenders shall obtain the consent of the AJ&K/Provincial Government for the purposes of the Transfer of the Complex, which consent shall not be unreasonably withheld or delayed; (ii) The Transfer of the Complex shall only be in favour of a transferee (the “Transferee”) who will have been approved by the AJ&K/Provincial Government; and (iii) The AJ&K/Provincial Government may impose such conditions (which will not be unreasonable) for granting its consent and approval as stated in sub-clause (i) and (ii) above, including the curing by the Transferee of any existing Company Event of Default within the period remaining for such cure by the Company and the Lenders and the payment of any amounts due and owing to the AJ&K/Provincial Government by the Company hereunder on or before the date of Transfer of the Complex. Provided that the Lenders and the Transferee have complied with the requirements of this Section 9.2(d), the AJ&K/Provincial Government agrees to execute such agreements and documents necessary or reasonably expedient to ensure that the Transferee has the benefit of all right, title and interest of the Company under this Agreement and assumes in writing for the benefit of the AJ&K/Provincial Government all of the obligations and liabilities of the Company hereunder. (e) Upon notice to the AJ&K/Provincial Government of a default under the Financing Documents, the AJ&K/Provincial Government shall, at the request and expense of the Lenders or the Agent, cooperate with the Lenders in the exercise of such rights by the Lenders under this Agreement and the Financing Documents. (f) At the request of the Company, delivered to the AJ&K/Provincial Government no less than thirty (30) days in advance, the AJ&K/Provincial Government shall execute and deliver, effective at the Financial Closing, acknowledgements to the Lenders with respect to any assignment granted to the Lenders pursuant to this Article XI and the rights of such parties in and to this Agreement, as the Lenders may reasonably request in accordance with customary practices in transactions of this nature.

Creation of Security. (a) Notwithstanding the provisions of Section 9.111.1, for the purpose of financing the Project, in connection with the Financial Closing the Company may pursuant to the Financing Documents assign to, or create a security interest in favour of, the Lenders in the Company’s rights and interests under or pursuant to (i) this Agreement, (ii) any agreement or document included within or contemplated by the Project Agreements, (iii) the Complex, (iv) the Site, (v) the present and future movable, immovable, and intellectual property of the Company, and (vi) the present and future revenues or any of the rights or assets or actionable claims of or debts owed to, the Company and (vii) any other present or future interest, right, property or asset of the CompanyCompany of any kind and wherever situated. (b) The Lenders shall have no rights (except as expressly provided herein) or obligations to the AJ&K/Provincial Government GOP under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give notice of such succession (“the Succession Notice”) to the AJ&K/Provincial Government GOP and shall assume liability for all of the Company’s obligations under this Agreement, including payment of any amounts due and owing to the AJ&K/Provincial Government GOP for breaches or defaults by the Company and other liabilities arising under this Agreement prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement; provided, however, that any liability of the Lenders or their designees shall be strictly limited to the interest of the Lenders in the Complex. (c) Upon notification by the Lenders or the Agent to the AJ&K/Provincial GovernmentGOP, of the occurrence and continuance of an event of default under the Financing Documents, the Lenders shall have the right, among others, to to (i) take possession of the Complex and prior to the Commercial Operations Date, complete construction of the Complex and operate and maintain the same and, after the Commercial Operations Date, operate and maintain the same, and (ii) cure any continuing Company Event of Default as provided under Article XISection 14.4 of this Agreement. (d) In the event the Lenders desire to sell, transfer or assign the Complex as a going concern with all assets (present and future) together with possession thereof (hereinafter the ““ Transfer of the Complex”) for the purposes of enforcing their rights under or pursuant to the Financing Documents, the following conditions shall apply: (i) Lenders shall obtain the prior written consent of the AJ&K/Provincial Government GOP for the purposes of the Transfer of the Complex, which consent shall not be unreasonably withheld or delayed; (ii) The the Transfer of the Complex shall only be in favour of a transferee (the ““ Transferee”) who will have been disclosed to and approved in writing by the AJ&K/Provincial GovernmentGOP; and (iii) The AJ&K/Provincial Government the GOP may impose such conditions (which will not be unreasonable) for granting its consent and approval as stated in sub-clause (i) and (ii) above, including the curing by the Transferee of any existing Company Event of Default within the period remaining for such cure by the Company and the Lenders and the payment of any amounts due and owing to the AJ&K/Provincial Government GOP by the Company hereunder on or before the date of Transfer of the Complex. Provided that the Lenders and the Transferee have complied with the requirements of this Section 9.2(d11.2(d), the AJ&K/Provincial Government GOP agrees to execute such agreements and documents necessary or reasonably expedient to ensure that the Transferee has the benefit of all right, title and interest of the Company under this Agreement and assumes in writing for the benefit of the AJ&K/Provincial Government GOP all of the obligations and liabilities of the Company hereunder. (e) Upon notice from the Lenders or the Agent to the AJ&K/Provincial Government GOP of a default by the Company under the Financing DocumentsDocuments (which the GOP shall be entitled to treat as valid without inquiry of any kind, and which notice for all purposes under this Agreement shall be binding on the Company), the AJ&K/Provincial Government GOP shall, at the request and expense of the Lenders or the Agent, cooperate with the Lenders in the exercise of such rights by the Lenders of their rights under this Agreement and the Financing Documents. (f) At the request of the Company, delivered to the AJ&K/Provincial Government GOP no less than thirty (30) days in advance, the AJ&K/Provincial Government GOP shall execute and deliver, effective at the Financial Closing, acknowledgements to the Lenders with respect to any assignment granted by the Company to the Lenders pursuant to this Article XI and the rights creation of such parties any security interests in favour of the Lenders in and to this Agreement, as the Lenders Company may reasonably request from the GOP in accordance with customary practices in transactions of this nature.

Creation of Security. (a) Notwithstanding the provisions of Section 9.111.1, for the purpose of financing the Project, in connection with the Financial Closing Closing, the Company may pursuant to the Financing Documents assign to, or create a security interest in favour of, the Lenders in the Company’s rights and interests under or pursuant to (i) this Agreement, (ii) any agreement or document included within or contemplated by the Project Agreements, (iii) the Complex, (iv) the Site, (v) the present and future movable, immovable, and intellectual property of the Company, and (vi) the present and future revenues or any of the rights or assets or actionable claims of or debts owed to, the Company and (vii) any other present or future right or asset of the CompanyCompany of any kind and wherever situated. (b) The Lenders shall have no rights (except as expressly provided herein) or obligations to the AJ&K/Provincial Government GOP under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give notice of such succession (“the Succession Notice”) to the AJ&K/Provincial Government GOP and shall assume liability for all of the Company’s obligations under this Agreement, including payment of any amounts due and owing to the AJ&K/Provincial Government GOP for breaches or defaults by the Company and other liabilities arising under this Agreement prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement; providedprovided , however, that any liability of the Lenders or their designees shall be strictly limited to the interest of the Lenders in the Complex. (c) Upon notification by the Lenders or the Agent to the AJ&K/Provincial GovernmentGOP, of the occurrence and continuance of an event of default under the Financing Documents, the Lenders shall have the right, among others, to to (i) take possession of the Complex and prior to the Commercial Operations Date, complete construction of the Complex and operate and maintain the same and, after the Commercial Operations Date, operate and maintain the same, and (ii) cure any continuing Company Event of Default as provided under Article XISection 14.4 of this Agreement under and in accordance with the Laws of Pakistan. (d) In the event the Lenders desire elect to sell, transfer or assign the Complex as a going concern with all assets (present and future) together with possession thereof (hereinafter the ““ Transfer of the Complex”) for the purposes of enforcing their rights under or pursuant to the Financing Documents, the following conditions shall apply: (i) The Lenders shall obtain the prior written consent of the AJ&K/Provincial Government GOP for the purposes of the Transfer of the Complex, which consent shall not be unreasonably withheld or delayed, provided, that the cost of any due diligence carried out by the GOP to evaluate the proposed Transferee, including obtaining legal opinions where appropriate, shall be paid by the Lenders as and when incurred by the GOP; (ii) The Transfer of the Complex shall only be in favour of a transferee (the ““ Transferee”) who will have been disclosed to and approved in writing by the AJ&K/Provincial GovernmentGOP; and (iii) The AJ&K/Provincial Government GOP may impose such conditions (which will not be unreasonable) for granting its consent and approval as stated in sub-clause sub- clauses (i) and (ii) above, above including the curing by the Transferee of any existing Company Event of Default within the period remaining for such cure by the Company and the Lenders and the payment of any amounts due and owing to the AJ&K/Provincial Government GOP by the Company hereunder on or before the date of Transfer of the Complex. Provided that the Lenders and the Transferee have complied with the requirements of this Section 9.2(d11.2(d), the AJ&K/Provincial Government GOP agrees to execute such agreements and documents necessary or reasonably expedient to ensure that the Transferee has the benefit of all right, title and interest of the Company under this Agreement and assumes in writing for the benefit of the AJ&K/Provincial Government GOP all of the obligations and liabilities of the Company hereunderhereunder in place of the Company. (e) Upon notice from the Lenders or the Agent to the AJ&K/Provincial Government GOP of a default by the Company under the Financing DocumentsDocuments (which the GOP shall be entitled to treat as valid without inquiry of any kind, and which notice for all purposes under this Agreement shall be binding on the Company), the AJ&K/Provincial Government GOP shall, at the request and expense of the Lenders or the Agent, cooperate with the Lenders in the exercise of such rights by the Lenders under this Agreement and the Financing Documents. (f) At the request of the Company, delivered to the AJ&K/Provincial Government GOP no less than thirty (30) days in advance, the AJ&K/Provincial Government GOP shall execute and deliver, effective at the Financial Closing, acknowledgements to the Lenders with respect to any assignment granted by the Company to the Lenders pursuant to this Article XI and the rights creation of such parties any security interests in favour of the Lenders in and to this Agreement, as the Lenders Company may reasonably request from the GOP in accordance with customary practices in transactions of this nature.

Creation of Security. (a) Notwithstanding the provisions of Section sub-Article 9.1, for the purpose of financing the Project, in connection with the Financial Closing the Company Operator may assign to, or create a security interest in favour of, the Lenders in the CompanyOperator’s rights and interests under or pursuant to (i) this Agreement, (ii) any agreement or document included within or contemplated by the Project AgreementsBuses, (iii) the Complex, Bus Service Infrastructure (iv) the Site, (v) the present and future movable, immovable, and intellectual property of the CompanyOperator, and (viv) the present and future revenues or any of the rights or assets of the CompanyOperator. (b) The Lenders shall have no rights (except as expressly provided herein) or obligations to the AJ&K/Provincial Government LTC under this Agreement until such time as the Lenders or their designees succeed to the CompanyOperator’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give notice of such succession (“the Succession Notice”) to the AJ&K/Provincial Government LTC and shall assume liability for all of the CompanyOperator’s obligations under this Agreement, including payment of any amounts due and owing to the AJ&K/Provincial Government LTC for breaches or defaults by the Company Operator and other liabilities arising under this Agreement prior to the Lenders’ or such designees’ succession to the CompanyOperator’s interest in and under this Agreement; provided, however, that any liability of the Lenders or their designees shall be strictly limited to the interest of the Lenders in the Complex. (c) Upon notification by the Lenders or the Lenders’ Agent to the AJ&K/Provincial GovernmentLTC, of the occurrence and continuance of an event of default under the Financing Documents, the Lenders shall have the right, among others, to to (i) take possession of the Complex Buses and prior to the Commercial Operations Date, complete construction the procurement of the Complex Buses and operate and maintain the same and, after the Commercial Operations Date, operate and maintain the same, and (ii) cure any continuing Company Operator Event of Default as provided under sub-Article XI15.4 of this Agreement. (d) In the event the Lenders desire to sell, transfer or assign the Complex Buses Service as a going concern with all assets (present and future) together with possession thereof (hereinafter the “Transfer of the ComplexBuses”) for the purposes of enforcing their rights under or pursuant to the Financing Documents, the following conditions shall apply: (i) i. Lenders shall obtain the consent of the AJ&K/Provincial Government LTC for the purposes of the Transfer of the ComplexBuses, which consent shall not be unreasonably withheld or delayed; (ii) . The Transfer of the Complex Buses shall only be in favour of a transferee (the “Transferee”) who will have been approved by the AJ&K/Provincial Government; andthe (iii) The AJ&K/Provincial Government . LTC may impose such conditions (which will not be unreasonable) for granting its consent and approval as stated in sub-clause Articles (i) and (ii) above, including the curing by the Transferee of any existing Company Operator Event of Default within the period remaining for such cure by the Company Operator and the Lenders and the payment of any amounts due and owing to the AJ&K/Provincial Government LTC by the Company Operator hereunder on or before the date of Transfer of the ComplexBuses. Provided that the Lenders and the Transferee have complied with the requirements of this Section 9.2(dsub-Article 4.2(d), the AJ&K/Provincial Government LTC agrees to execute such agreements and documents necessary or reasonably expedient to ensure that the Transferee has the benefit of all right, title and interest of the Company Operator under this Agreement and assumes in writing for the benefit of the AJ&K/Provincial Government LTC all of the obligations and liabilities of the Company Operator hereunder. (e) Upon notice to the AJ&K/Provincial Government LTC of a default under the Financing Documents, the AJ&K/Provincial Government LTC shall, at the request and expense of the Lenders or the Lender’s Agent, cooperate with the Lenders in the exercise of such rights by the Lenders under this Agreement and the Financing Documents. (f) At the request of the CompanyOperator, delivered to the AJ&K/Provincial Government LTC no less than thirty (30) days in advance, the AJ&K/Provincial Government LTC shall execute and deliver, effective at the Financial Closing, acknowledgements to the Lenders with respect to any assignment granted to the Lenders pursuant to this Article XI Article-9 and the rights of such parties in and to this Agreement, as the Lenders may reasonably request in accordance with customary practices in transactions of this nature.