Public-private partnership agreement

6.3 The Public Implementation Company shall pay the remaining part of the Reimbursement of Investment to the Private Partner and/ or the Private Implementation Company (depending on the Private Partner’s preference, unless prohibited by a mandatory requirement of the Applicable Law) for a period of 11 (eleven) years starting from the date of the Certificate of Substantial Completion in semestrial instalments (each an “Instalment”) at the times and in the amounts set forth under Annex C (the “Payment Schedule”).

6.4 For the purposes of tracking the progress in the construction, within the first 7 (seven) days of each calendar month, the Certified Technical Officer shall confirm by a certificate (the "Monthly Progress Certificate") the progress of the construction works achieved in the preceding month in percentages.

6.5 Each Monthly Progress Certificate issued in accordance with the foregoing paragraphs shall be submitted by the Certified Technical Officer to the Private Partner and the Public Partner.

6.6 The issuance and deemed issuance of each Monthly Progress Certificate shall be conclusive evidence of the completion of the relevant part of the Construction Works.

7. Payment

   1. 
      To the extent permitted under the Applicable Law, all payments made by the Public Implementation Company pursuant to this PPPA shall be made in EUR to the bank account of the Private Partner and/ or the Private Implementation Company in accordance with the Private Partner’s preference to be notified to the Public Partner. To the extent permitted under the Applicable Law, the Public Implementation Company waives any right it may have in any jurisdiction to pay any amount under this PPPA in a currency or currency unit other than EUR. If and when payment in EUR to both the Private Partner and the Private Implementation Company is not permitted under applicable legislation, the payment shall be made in Moldovan lei in accordance to the official rate of National Bank of Moldova for EURO/ Moldovan lei at the date of payment.
      

2. 
   To the extent not prohibited by a mandatory requirement of the Applicable Law, if required under the terms of any security given by the Private Partner or the Private Implementation Company over this PPPA granted to the Finance Parties, including under the Facility Agreement, the Public Implementation Company shall pay the amounts due to the Private Partner under this PPPA directly to an account of the Finance Parties (or the agent or trustee acting on their behalf) to the extent not prohibited by any mandatory provision of the Applicable Law. Any such direct payment shall discharge the Public Implementation Company’s obligation towards the Private Partner to the extent of the amount actually paid.
   

7.3 All payments to be made by the Public Partner under this PPPA shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

7.4 The Private Partner shall, at least 3 (three) Business Days prior to the date on which any payment under this PPPA is due (the "Due Date"), notify Public Partner in writing that such payment will be due on the Due Date. The relevant payment obligation shall become due and payable upon receipt of such notice by the Public Partner. However, the Parties agree that the failure to provide such notification, shall not affect in any manner the obligation of the Public Partner to make the relevant payment.

7.5 Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

7.6 If any sum due from the Public Partner under this PPPA (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

1. 
   making or filing a claim or proof against the Public Partner; or
   
2. 
   obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
   

7.7 the Public Partner shall as an independent obligation, within 3 (three) Business Days of demand, indemnify the Private Partner to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

8. Remedy for Non-Payment

   1. 
      If the Public Partner fails to make any payment in full when due by it in accordance with this PPPA, the Private Partner will be entitled to:
      

1. 
   the unpaid amounts shall accrue interest in accordance with Clause 8.2; and/ or
   

2. 
   if the failure to pay has not been remedied within 5 (five) Business Day of the due date, call a Public Partner Event Default and issue a Notice of Default;
   

3. 
   the above being cumulative remedies that the Private Partner will be entitled (rather than obliged) to enforce at the same or different times.
   

8.2 Interest shall accrue on any overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate of EURIBOR plus 10% per annum. Any interest accruing hereunder shall be immediately payable by the Public Partner on demand by the Private Partner.

8. Private Partner’s General Undertakings

9.1 The Private Partner undertakes, subject to the terms of this PPPA:

1. 
   procure the financing of the Construction Works;
   
2. 
   carry out the Construction Works in accordance with the provisions of this PPPA;
   

3. 
   comply with the Applicable Laws and Applicable Permits in all material aspects in the performance of the Investment;
   
4. 
   make, or cause to be made, necessary applications to the relevant Public Bodies with such particulars and details, as may be required for obtaining any and all Applicable Work Permits, as necessary, in order for the Investment to be performed in accordance with this PPPA;
   

5. 
   procure, with the assistance of the Public Partner, as required, the appropriate proprietary rights, licences, agreements and permissions for materials, methods, processes and systems used or incorporated into the development and operations of the Project;
   
6. 
   not damage any other infrastructure or any other utility developed by the Public Partner or any other utilities developed and maintained by any other authority or person on the Site and, in case of any such damage attributable to its gross negligence or wilful misconduct, undertake the repair and pay for any direct losses that are incurred by the Public Partner or any authority, as the case may be;
   

7. 
   not create any third party rights on the land on which the Facilities are built except for those arising by operation of law or in accordance with this PPPA;
   
8. 
   allow access to the Site for the authorised representatives of the Public Partner and any Public Body having jurisdiction over the Project, including those concerned with safety, security or environmental protection, pursuant to the terms of this PPPA;
   

9. 
   complete the Construction Works by the end of Construction Period;
   
10. 
    give training to the personnel of the Public Partner prior to the acceptance of the Facilities as regards the utilization of the Facilities; and
    
11. 
    identify a person, who shall act as contact person between the Private Partner and (i) the Public Partner in connection with this PPPA and (ii) the Public Bodies in relation to the process to obtain the Applicable Permits.
    

9.2 With respect to the Private Partner's obligations relating to Third Party Agreements, the Private Partner may subcontract the performance of the Construction Works to one or more contractors possessing requisite technical and financial expertise/ capability, but the Private Partner shall remain solely responsible for the performance of its obligations under this PPPA.

8.