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 Finance Parties, the Finance Parties 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 Authority (or by or to a third party designated by the Authority) provided that:
Retention of Security for Senior Debt Deficiency. 16 9.5 Assignment of Material Contracts by Finance Parties 17 10. ASSIGNMENT 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 17 11. GENERAL 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 18 11.8 No Partnership or Agency 19 11.9 Remedies Cumulative 20 11.10 Disputes 20 SCHEDULE 10 XXXXXXX’ REMEDIES AGREEMENT THIS AGREEMENT is dated as of ▼, 20▼ BETWEEN: CYPRESS REGIONAL HEALTH AUTHORITY (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. ASSIGNMENT 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. GENERAL 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 SCHEDULE 10 LENDERS’ REMEDIES AGREEMENT THIS AGREEMENT is dated as of February 11, 2015 BETWEEN: XXXXX XXXX UNIVERSITY OF ART AND DESIGN (the “Authority”) AND: COMPUTERSHARE TRUST COMPANY OF CANADA (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 Lenders’ 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 Lenders, the Senior Lenders shall be entitled to retain the benefit of (and shall not be required to release and/or discharge) the security in respect of claims and losses that Project 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 City (or by or to a third party designated by the City) provided that:
