Common use of Retention of Security for Senior Debt Deficiency Clause in Contracts

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. ‌ If, in the reasonable opinion of the Indenture TrusteeAgent, 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 9.4 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]] of the Project Agreement. Any amounts recovered by the Finance Parties pursuant to claims referred to in this Section 9.39.4, 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 Indenture Trustee Agent in a segregated account on terms satisfactory to the Indenture Trustee Agent 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 TrusteeAgent, to the extent of the Senior Debt Deficiency, if any, and the balance of such funds will be paid to the Authority. 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 Senior Debt Deficiency. If, in the reasonable opinion of the Indenture TrusteeAgent, 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 9.4 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]] of the Project Agreement. Any amounts recovered by the Finance Parties pursuant to claims referred to in this Section 9.39.4, 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 Indenture Trustee Agent in a segregated account on terms satisfactory to the Indenture Trustee Agent 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 TrusteeAgent, to the extent of the Senior Debt Deficiency, if any, and the balance of such funds will be paid to the Authority. 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 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 9.4 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]] of the Project Agreement. Any amounts recovered by the Finance Parties pursuant to claims referred to in this Section 9.39.4, 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 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. 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 Senior Debt Deficiency. If, in the reasonable opinion of the Indenture TrusteeAgent, 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 9.4 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]] of the Project Agreement. Any amounts recovered by the Finance Parties pursuant to claims referred to in this Section 9.39.4, 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 Indenture Trustee Agent in a segregated account on terms satisfactory to the Indenture Trustee Agent 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 TrusteeAgent, to the extent of the Senior Debt Deficiency, if any, and the balance of such funds will be paid to the Authority. 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 Senior Debt Deficiency. ‌ If, in the reasonable opinion of the Indenture TrusteeAgent, 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 9.4 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 1 or Section 3 2 of Schedule 9 [Compensation on Termination]. Any amounts recovered by the Finance Parties pursuant to claims referred to in this Section 9.39.4, 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 Indenture Trustee Agent in a segregated account on terms satisfactory to the Indenture Trustee Agent 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 TrusteeAgent, 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. If, in the reasonable opinion of the Indenture TrusteeLenders’ 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 Finance PartiesSenior Lenders, the Finance Parties will Senior Lenders shall be entitled to retain the benefit of (and will shall 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 Project Contractor under the relevant Material Project Contract (or as against any guarantor of such Material Project Contract) that arose prior to the date of the assumption, transfer or assignment of the relevant Material Project Contract (or guarantee in respect of such Material Project Contract) by or to the Authority City (or by or to a third party designated by the AuthorityCity) provided that: (a) the Finance Parties will Senior Lenders shall not, and will shall 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 Senior Lenders 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 City has paid the Termination Payment pursuant to Section 2 or Section 3 of Schedule 9 27 [Compensation on Termination]] of the Project Agreement. Any amounts recovered by the Finance Parties Senior Lenders 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 shall be held by the Indenture Trustee Lenders’ Agent in a segregated account on terms satisfactory to the Indenture Trustee Lenders’ Agent and the AuthorityCity, 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 TrusteeLenders’ Agent, to the extent of the Senior Debt Deficiency, if any, and the balance of such funds will be paid to the AuthorityCity.

Retention of Security for Senior Debt Deficiency. If, in the reasonable opinion of the Indenture TrusteeAgent, 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 9.4 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]] of the Project Agreement. Any amounts recovered by the Finance Parties pursuant to claims referred to in this Section 9.39.4, 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 Indenture Trustee Agent in a segregated account on terms satisfactory to the Indenture Trustee Agent 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 TrusteeAgent, 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. If, in the reasonable opinion of the Indenture TrusteeAgent, 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 9.4 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 9.39.4, 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 Indenture Trustee Agent in a segregated account on terms satisfactory to the Indenture Trustee Agent 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 TrusteeAgent, to the extent of the Senior Debt Deficiency, if any, and the balance of such funds will be paid to the Authority.