Retention of Security for Senior Debt Deficiency. If, in the reasonable opinion of the Indenture Trustee, there is likely to be a Senior Debt Deficiency, then until such time as an amount equal to the Senior Debt Deficiency has been recovered by the Finance Parties, the Finance Parties will be entitled to retain the benefit of (and will not be required to release and/or discharge) the security in respect of claims and losses that Project Co has as against the Material Contract Party under the relevant Material Contract (or as against any guarantor of such Material Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Material Contract (or guarantee in respect of such Material Contract) by or to the Authority (or by or to a third party designated by the Authority) provided that:
(a) the 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 Finance Parties pursuant to this Section 9.3 may only be exercised if and to the extent that there is a Senior Debt Deficiency determined after the Authority has paid the Termination Payment pursuant to Section 2 or Section 3 of Schedule 9 [Compensation on Termination]. Any amounts recovered by the Finance Parties pursuant to claims referred to in this Section 9.3, 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 Indenture Trustee in a segregated account on terms satisfactory to the Indenture Trustee and the Authority, 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 Indenture Trustee, to the extent of the Senior Debt Deficiency, if any, and the balance of such funds will be paid to the Authority.
Retention of Security for Senior Debt Deficiency. 16 9.5 Assignment of Material Contracts by Finance Parties 17 10.1 Restriction on Assignment 17 10.2 Assignment by Agent 17 10.3 Assignment by Senior Lender 18 10.4 Assignment by Authority 18 10.5 New Agreement 18 11.1 Term 18 11.2 Conflict or Inconsistency 18 11.3 Entire Agreement 18 11.4 Waiver 18 11.5 Counterparts 19 11.6 Confidentiality 19 11.7 Notices 19 11.8 No Partnership or Agency 20 11.9 Remedies Cumulative 20 11.10 Disputes 20 THIS AGREEMENT is dated as of ▼, 20▼ BETWEEN: (the “Authority”) AND: ▼ (the “Agent”), [on its own behalf and] as agent for the Senior Lenders AND: ▼ (“Project Co”)
Retention of Security for Senior Debt Deficiency. 16 9.5 Assignment of Material Contracts by Finance Parties 17 10.1 Restriction on Assignment 17 10.2 Assignment by Agent 17 10.3 Assignment by Senior Lender 17 10.4 Assignment by Authority 17 10.5 New Agreement 18 11.1 Term 18 11.2 Conflict or Inconsistency 18 11.3 Entire Agreement 18 11.4 Waiver 18 11.5 Counterparts 18 11.6 Confidentiality 18 11.7 Notices 19 11.8 No Partnership or Agency 20 11.9 Remedies Cumulative 20 11.10 Disputes 21 THIS AGREEMENT is dated as of February 11, 2015 BETWEEN: (the “Authority”) AND: (the “Agent”), as security agent for the Senior Lenders AND: AAP PARTNERSHIP, a general partnership of BROOKFIELD (AAP) INC., ELLISDON (AAP) INC. and FENGATE (AAP) LP, formed under the laws of Ontario (“Project Co”)
Retention of Security for Senior Debt Deficiency. If, in the reasonable opinion of the Agent, there is likely to be a Senior Debt Deficiency, then until such time as an amount equal to the Senior Debt Deficiency has been recovered by the Senior Creditors, the Senior Creditors will be entitled to retain the benefit of the security in respect of claims and losses that Project Co has as against the Material Contract Party under the relevant Material Contract (or as against any guarantor of such Material Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Material Contract (or guarantee in respect of such Material Contract) by or to the Owner (or by or to a third party designated by the Owner) provided that:
(a) the Senior 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 Creditors pursuant to this Section
