Common use of Retention of Security for Deficiency Clause in Contracts

Retention of Security for Deficiency. Until such time as any Deficiency has been determined and an amount equal to the Deficiency has been recovered by the Senior Secured Creditors, the Senior Secured Creditors will be entitled to retain the benefit of the security in respect of claims and losses that Operations Co has as against the Project Contractor under the relevant Project Contract (or as against any guarantor of such Project Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Project Contract (or guarantee in respect of such Project Contract) by or to the Authority (or by or to a third party designated by the Authority), provided that: (a) the Senior Secured Creditors will not, and will not be entitled to, exercise any rights or enforce any security in respect of any such claim during the period from the date on which such assumption, transfer or assignment occurs to the Termination Date; and (b) the rights in relation to the security retained by the Senior Secured Creditors pursuant to this Section 9.4 may only be exercised if and to the extent that the Termination Payment actually paid by the Authority pursuant to Section 2 or Section 3 of Schedule 9 to the Project Agreement is less than the Senior Debt (the amount by which the Termination Payment is (or, in the reasonable opinion of the Collateral Agent, is likely to be) less than the Senior Debt being herein referred to as the “Deficiency”). Any amounts recovered by the Senior Secured Creditors pursuant to claims referred to in this Section 9.4, from the Termination Date to the date on which the Termination Payment and the amount of the Deficiency, if any, have been determined, will be held by the Collateral Agent in a segregated account on terms satisfactory to the Collateral Agent and the Authority, each acting reasonably, and, upon determination of the Termination Payment and the amount of the Deficiency, if any, such funds will be distributed to the Collateral Agent, to the extent of the Deficiency, if any, and the balance of such funds will be paid to the Authority.

Retention of Security for Deficiency. ‌ Until such time as any Deficiency has been determined and an amount equal to the Deficiency has been recovered by the Senior Secured CreditorsFinance Parties, the Senior Secured Creditors Finance Parties will be entitled to retain the benefit of the security in respect of claims and losses that Operations Project Co has as against the Material Project Contractor under the relevant Project Material Contract (or as against any guarantor of such Project Material Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Project Material Contract (or guarantee in respect of such Project Material Contract) by or to the Authority (or by or to a third party designated by the Authority), ) provided that: (a) the Senior Secured Creditors Finance Parties will not, and will not be entitled to, exercise any rights or enforce any security in respect of any such claim during the period from the date on which such assumption, transfer or assignment occurs to the Termination Date; and (b) the rights in relation to the security retained by the Senior Secured Creditors Finance Parties pursuant to this Section 9.4 may only be exercised if and to the extent that the Termination Payment actually paid by the Authority pursuant to Section 2 or Section 3 of Schedule 9 to the Project Agreement is less than the Revised Senior Debt Termination Amount (the amount by which the Termination Payment is (or, in the reasonable opinion of the Collateral Agent, is likely to be) less than the Revised Senior Debt Termination Amount being herein referred to as the “Deficiency”). Deficiency”).‌ Any amounts recovered by the Senior Secured Creditors Finance Parties pursuant to claims referred to in this Section 9.49.3, from the Termination Date to the date on which the Termination Payment and the amount of the Deficiency, if any, have been determined, will be held by the Collateral Agent in a segregated account on terms satisfactory to the Collateral Agent and the Authority, each acting reasonably, and, upon determination of the Termination Payment and the amount of the Deficiency, if any, such funds will be distributed to the Collateral Agent, to the extent of the Deficiency, if any, and the balance of such funds will be paid to the Authority.

Retention of Security for Deficiency. Until such time as any Deficiency has been determined and an amount equal to the Deficiency has been recovered by the Senior Secured CreditorsFinance Parties, the Senior Secured Creditors Finance Parties will be entitled to retain the benefit of the security in respect of claims and losses that Operations Project Co has as against the Project Contractor under the relevant Project Material Contract (or as against any guarantor of such Project Material Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Project Material Contract (or guarantee in respect of such Project Material Contract) by or to the Authority (or by or to a third party designated by the Authority), ) provided that: (a) the Senior Secured Creditors Finance Parties will not, and will not be entitled to, exercise any rights or enforce any security in respect of any such claim during the period from the date on which such assumption, transfer or assignment occurs to the Termination Date; and (b) the rights in relation to the security retained by the Senior Secured Creditors Finance Parties pursuant to this Section 9.4 may only be exercised if and to the extent that the Termination Payment actually paid by the Authority pursuant to Section 2 or Section 3 of Schedule 9 to the Project Agreement is less than the Revised Senior Debt Termination Amount (the amount by which the Termination Payment is (or, in the reasonable opinion of the Collateral Agent, is likely to be) less than the Revised Senior Debt Termination Amount being herein referred to as the “Deficiency”). Any amounts recovered by the Senior Secured Creditors Finance Parties pursuant to claims referred to in this Section 9.4, from the Termination Date to the date on which the Termination Payment and the amount of the Deficiency, if any, have been determined, will be held by the Collateral Agent in a segregated account on terms satisfactory to the Collateral Agent and the Authority, each acting reasonably, and, upon determination of the Termination Payment and the amount of the Deficiency, if any, such funds will be distributed to the Collateral Agent, to the extent of the Deficiency, if any, and the balance of such funds will be paid to the Authority.

Retention of Security for Deficiency. Until such time as any Deficiency has been determined and an amount equal to the Deficiency has been recovered by the Senior Secured CreditorsParties, the Senior Secured Creditors will Parties shall be entitled to retain the benefit of the security Security in respect of claims Claims and losses Losses that Operations Project Co has as against the Project a Principal Contractor under the relevant Project Principal Contract (or as against any guarantor of such Project Principal Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Project Principal Contract (or guarantee in respect of such Project Principal Contract) by or to the Authority Province (or by or to a third party designated by the Authority), Province) provided that: (a) the Senior Secured Creditors will Parties shall not, and will shall not be entitled to, exercise any rights or enforce take any security Enforcement Action falling within the scope of paragraph (ii) of the definition thereof, in respect of any such claim Claim or Loss during the period from the date on which such assumption, transfer or assignment occurs to the Termination Date; and (b) the rights in relation to the security Security retained by the Senior Secured Creditors Parties pursuant to this Section 9.4 10.4 may only be exercised if and to the extent that the Termination Payment amount actually paid by the Authority Province pursuant to Section 2 or Section Part 3 [Compensation on Termination for Project Co Default] of Schedule 9 13 [Compensation on Termination] to the Project Agreement (the “Termination Payment”) is less than the Revised Senior Debt Termination Amount (the amount by which the Termination Payment is (or, in the reasonable opinion of the Collateral Agent, is likely to be) less than the Revised Senior Debt Termination Amount being herein referred to as the “Deficiency”). Any amounts recovered by the Senior Secured Creditors Parties pursuant to claims referred to in this Section 9.410.4, from the Termination Date to the date on which the Termination Payment and the amount of the Deficiency, if any, have been determined, will shall be held by the Collateral Agent in a segregated account on terms satisfactory to the Collateral Agent and the AuthorityProvince, each acting reasonably, and, upon determination of the Termination Payment and the amount of the Deficiency, if any, such funds will shall be distributed to the Collateral Agent, to the extent of the Deficiency, if any, and the balance of such funds will shall be paid to the AuthorityProvince.

Retention of Security for Deficiency. Until such time as any Deficiency has been determined and an amount equal to the Deficiency has been recovered by the Senior Secured CreditorsParties, the Senior Secured Creditors will Parties shall be entitled to retain the benefit of the security Security in respect of claims Claims and losses Losses that Operations Project Co has as against the Project a Principal Contractor under the relevant Project Principal Contract (or as against any guarantor of such Project Principal Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Project Principal Contract (or guarantee in respect of such Project Principal Contract) by or to the Authority Province (or by or to a third party designated by the Authority), Province) provided that: (a) the Senior Secured Creditors will Parties shall not, and will shall not be entitled to, exercise any rights or enforce take any security Enforcement Action falling within the scope of paragraph (ii) of the definition thereof, in respect of any such claim Claim or Loss during the period from the date on which such assumption, transfer or assignment occurs to the Termination Date; and (b) the rights in relation to the security Security retained by the Senior Secured Creditors Parties pursuant to this Section 9.4 10.4 may only be exercised if and to the extent that the Termination Payment amount actually paid by the Authority Province pursuant to Section 2 or Section Part 3 [Compensation on Termination for Project Co Default] of Schedule 9 13 [Compensation on Termination] to the Project Agreement (the “Termination Payment”) is less than the Senior Debt Termination Amount (the amount by which the Termination Payment is (or, in the reasonable opinion of the Collateral Agent, is likely to be) less than the Senior Debt Termination Amount being herein referred to as the “Deficiency”). Any amounts recovered by the Senior Secured Creditors Parties pursuant to claims referred to in this Section 9.410.4, from the Termination Date to the date on which the Termination Payment and the amount of the Deficiency, if any, have been determined, will shall be held by the Collateral Agent in a segregated account on terms satisfactory to the Collateral Agent and the AuthorityProvince, each acting reasonably, and, upon determination of the Termination Payment and the amount of the Deficiency, if any, such funds will shall be distributed to the Collateral Agent, to the extent of the Deficiency, if any, and the balance of such funds will shall be paid to the AuthorityProvince.

Retention of Security for Deficiency. Until If, in the reasonable opinion of the Agent, there is likely to be a Senior Debt Deficiency, then until such time as any Deficiency has been determined and an amount equal to the Senior Debt Deficiency has been recovered by the Senior Secured CreditorsFinance Parties, the Senior Secured Creditors Finance Parties will be entitled to retain the benefit of the security in respect of claims and losses that Operations Project Co has as against the Project Contractor Material Contract Party under the relevant Project Material Contract (or as against any guarantor of such Project Material Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Project Material Contract (or guarantee in respect of such Project Material Contract) by or to the Authority Province (or by or to a third party designated by the Authority), Province) provided that: (a) the Senior Secured Creditors Finance Parties will not, and will not be entitled to, exercise any rights or enforce any security in respect of any such claim during the period from the date on which such assumption, transfer or assignment occurs to the Termination Date; and (b) the rights in relation to the security retained by the Senior Secured Creditors Finance Parties pursuant to this Section 9.4 may only be exercised if and to the extent that there is a Senior Debt Deficiency determined after the Province has paid the Termination Payment actually paid by the Authority pursuant to Section 2 or Section 3 of Schedule 9 to [Compensation on Termination] of the Project Agreement is less than the Senior Debt (the amount by which the Termination Payment is (or, in the reasonable opinion of the Collateral Agent, is likely to be) less than the Senior Debt being herein referred to as the “Deficiency”)Agreement. Any amounts recovered by the Senior Secured Creditors Finance Parties pursuant to claims referred to in this Section 9.4, from the Termination Date to the date on which the Termination Payment and the amount of the Senior Debt Deficiency, if any, have been determined, will be held by the Collateral Agent in a segregated account on terms satisfactory to the Collateral Agent and the AuthorityProvince, each acting reasonably, and, upon determination of the Termination Payment and the amount of the Senior Debt Deficiency, if any, such funds will be distributed to the Collateral Agent, to the extent of the Senior Debt Deficiency, if any, and the balance of such funds will be paid to the AuthorityProvince. The Finance Parties will in accordance with Section 9.3 release and discharge all security in respect of the Material Contracts upon such distribution of funds, upon the Finance Parties not making or pursuing claims referred to in this Section 9.4 within a reasonable time, or upon a final determination pursuant to court or binding arbitration of the claims.

Retention of Security for Deficiency. ‌ Until such time as any Deficiency has been determined and an amount equal to the Deficiency has been recovered by the Senior Secured CreditorsParties, the Senior Secured Creditors will Parties shall be entitled to retain the benefit of the security Security in respect of claims Claims and losses Losses that Operations Co the Concessionaire has as against the Project a Principal Contractor under the relevant Project Principal Contract (or as against any guarantor of such Project Principal Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Project Principal Contract (or guarantee in respect of such Project Principal Contract) by or to the Authority Province (or by or to a third party designated by the Authority), Province) provided that: (a) the Senior Secured Creditors will Parties shall not, and will shall not be entitled to, exercise any rights or enforce take any security Enforcement Action falling within the scope of paragraph (ii) of the definition thereof, in respect of any such claim Claim or Loss during the period from the date on which such assumption, transfer or assignment occurs to the Termination Date; and (b) the rights in relation to the security Security retained by the Senior Secured Creditors Parties pursuant to this Section 9.4 10.4 may only be exercised if and to the extent that the Termination Payment amount actually paid by the Authority Province pursuant to Section 2 or Section Part 3 [Compensation on Termination for Concessionaire Default] of Schedule 9 to 13 [Compensation on Termination] of the Project Concession Agreement (the “Termination Payment”) is less than the Revised Senior Debt Termination Amount (the amount by which the Termination Payment is (or, in the reasonable opinion of the Collateral Agent, is likely to be) less than the Revised Senior Debt Termination Amount being herein referred to as the “Deficiency”). Any amounts recovered by the Senior Secured Creditors Parties pursuant to claims referred to in this Section 9.410.4, from the Termination Date to the date on which the Termination Payment and the amount of the Deficiency, if any, have been determined, will shall be held by the Collateral Agent in a segregated account on terms satisfactory to the Collateral Agent and the AuthorityProvince, each acting reasonably, and, upon determination of the Termination Payment and the amount of the Deficiency, if any, such funds will shall be distributed to the Collateral Agent, to the extent of the Deficiency, if any, and the balance of such funds will shall be paid to the AuthorityProvince.

Retention of Security for Deficiency. Until such time as any Deficiency has been determined and an amount equal to the Deficiency has been recovered by the Senior Secured CreditorsFinance Parties, the Senior Secured Creditors Finance Parties will be entitled to retain the benefit of the security in respect of claims and losses that Operations Project Co has as against the Material Project Contractor under the relevant Project Material Contract (or as against any guarantor of such Project Material Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Project Material Contract (or guarantee in respect of such Project Material Contract) by or to the Authority (or by or to a third party designated by the Authority), ) provided that: (a) the Senior Secured Creditors Finance Parties will not, and will not be entitled to, exercise any rights or enforce any security in respect of any such claim during the period from the date on which such assumption, transfer or assignment occurs to the Termination Date; and (b) the rights in relation to the security retained by the Senior Secured Creditors Finance Parties pursuant to this Section 9.4 [Retention of Security for Deficiency] may only be exercised if and to the extent that the Termination Payment actually paid by the Authority pursuant to Section 2 [Termination for Authority Event of Default or at Authority’s Option] or Section 3 [Termination for Project Co Event of Default: Re-Bidding Process] of Schedule 9 [Compensation for Termination] to the Project Agreement is less than the Revised Senior Debt Termination Amount (the amount by which the Termination Payment is (or, in the reasonable opinion of the Collateral Agent, is likely to be) less than the Revised Senior Debt Termination Amount being herein referred to as the “Deficiency”). Any amounts recovered by the Senior Secured Creditors Finance Parties pursuant to claims referred to in this Section 9.49.3 [Release of Security], from the Termination Date to the date on which the Termination Payment and the amount of the Deficiency, if any, have been determined, will be held by the Collateral Agent in a segregated account on terms satisfactory to the Collateral Agent and the Authority, each acting reasonably, and, upon determination of the Termination Payment and the amount of the Deficiency, if any, such funds will be distributed to the Collateral Agent, to the extent of the Deficiency, if any, and the balance of such funds will be paid to the Authority.

Retention of Security for Deficiency. Until such time as any Deficiency has been determined and an amount equal to the Deficiency has been recovered by the Senior Secured CreditorsFinance Parties, the Senior Secured Creditors Finance Parties will be entitled to retain the benefit of the security in respect of claims and losses that Operations Project Co has as against the Material Project Contractor under the relevant Project Material Contract (or as against any guarantor of such Project Material Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Project Material Contract (or guarantee in respect of such Project Material Contract) by or to the Authority (or by or to a third party designated by the Authority), ) provided that: (a) the Senior Secured Creditors Finance Parties will not, and will not be entitled to, exercise any rights or enforce any security in respect of any such claim during the period from the date on which such assumption, transfer or assignment occurs to the Termination Date; and (b) the rights in relation to the security retained by the Senior Secured Creditors Finance Parties pursuant to this Section 9.4 may only be exercised if and to the extent that the Termination Payment actually paid by the Authority pursuant to Section 2 or Section 3 of Schedule 9 to the Project Agreement is less than the Revised Senior Debt Termination Amount (the amount by which the Termination Payment is (or, in the reasonable opinion of the Collateral Agent, is likely to be) less than the Revised Senior Debt Termination Amount being herein referred to as the “Deficiency”). Any amounts recovered by the Senior Secured Creditors Finance Parties pursuant to claims referred to in this Section 9.49.3, from the Termination Date to the date on which the Termination Payment and the amount of the Deficiency, if any, have been determined, will be held by the Collateral Agent in a segregated account on terms satisfactory to the Collateral Agent and the Authority, each acting reasonably, and, upon determination of the Termination Payment and the amount of the Deficiency, if any, such funds will be distributed to the Collateral Agent, to the extent of the Deficiency, if any, and the balance of such funds will be paid to the Authority.