Common use of AGREEMENTS AND SECURITY Clause in Contracts

AGREEMENTS AND SECURITY. 4.1 (a) Project Co and Agent shall not amend or modify any Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment: (i) is consistent in all material respects with the Financial Model; (ii) does not increase the Cost of the Financing; and (iii) does not increase the amount of any Compensation Payment, if and when payable, or costs of prepayment that were contained in the financing term sheet in the Proposal Submission and shall provide prompt notice to Owner of any amendments or modifications accompanied by a copy thereof. (b) Project Co and Owner shall not amend or modify the Project Agreement or any Implementing Agreements to which Project Co or Owner are parties, without the prior written consent of Agent, not to be unreasonably withheld or delayed, which consent (subject to Section 6.4 of this Lender’s Direct Agreement) shall not be withheld if the relevant amendment or modification does not: (i) adversely affect the ability of Agent or Lender to exercise its rights under the Lending Agreements; (ii) adversely affect the security of the Lender under the Lending Agreements; or (iii) increase the liability of Agent, Lender or Project Co under the relevant agreement. Agent shall respond to any request for consent under this Section 4.1(b) within 15 days of receipt thereof, failing which Agent shall be deemed to have consented to the relevant amendment or modification. (c) Project Co and Owner acknowledge and agree that they will not, without the consent of Agent proceed to execute or implement any Change Order and Owner acknowledges and agrees that it will not issue any Change Directive, which, in either case, is in respect of a discretionary expansion of the construction scope of the Work initiated by Owner and which would: (i) materially alter the scope of the Work; or (ii) materially impact financing of the Project or otherwise materially and adversely alter the risk profile of the Project, provided the Parties further acknowledge and agree that where such Change Order or Change Directive (A) costs less than $[REDACTED], or (B) when aggregated with all such other Change Orders and Change Directives previously implemented, costs less than $[REDACTED], such Change Order or Change Directive shall be deemed not to materially alter the scope of the Work or impact the financing of the Project or otherwise materially and adversely alter the risk profile of the Project. When Agent’s approval in respect of a Change Order or Change Directive is required in accordance with this Section 4.1(c), Agent will respond to a written request within 10 Business Days (“Response Period”) of receiving such request for its approval. If Agent intends not to approve the Change Order or the Change Directive, Agent will notify Owner within the Response Period and will set out its concerns in such notification. If Agent’s concerns can be addressed on a basis acceptable to Owner and Agent, then Owner may proceed with such Change Order or Change Directive and will concurrently implement or cause to be implemented such agreed-upon solution, including, as appropriate, by way of an amendment to the Change Order or Change Directive or by a related Change Order or Change Directive.

AGREEMENTS AND SECURITY. 4.1 (a) Project Co and Agent shall not amend or modify any Senior Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment: (i) is consistent in all material respects with the Financial Model; (ii) does not increase the Cost of the Financing; and (iii) does not increase the amount of any Compensation Payment, if and when payable, or costs of prepayment that were contained in the financing term sheet in the Proposal Submission and shall provide prompt notice to Owner of any amendments or modifications accompanied by a copy thereof. (b) Project Co and Owner shall not amend or modify the Project Agreement or any Implementing Agreements to which Project Co or Owner are parties, without the prior written consent of Agent, not to be unreasonably withheld or delayed, which consent (subject to Section 6.4 of this Lender’s Direct Agreement) shall not be withheld if the relevant amendment or modification does not: (i) adversely affect the ability of Agent or Lender to exercise its rights under the Senior Lending Agreements; (ii) adversely affect the security of the Lender Lenders under the Senior Lending Agreements; or (iii) increase the liability of Agent, Lender or Project Co under the relevant agreement. Agent shall respond to any request for consent under this Section 4.1(b) within 15 days of receipt thereof, failing which Agent shall be deemed to have consented to the relevant amendment or modification. (c) Project Co and Owner acknowledge and agree that they will not, without the consent of Agent proceed to execute or implement any Change Order and Owner acknowledges and agrees that it will not issue any Change Directive, which, in either case, is in respect of a discretionary expansion of the construction scope of the Work initiated by Owner and which would: (i) materially alter the scope of the Work; or (ii) materially impact financing of the Project or otherwise materially and adversely alter the risk profile of the Project, provided the Parties further acknowledge and agree that where such Change Order or Change Directive (A) costs less than $[REDACTED], or (B) when aggregated with all such other Change Orders and Change Directives previously implemented, costs less than $[REDACTED], such Change Order or Change Directive shall be deemed not to materially alter the scope of the Work or impact the financing of the Project or otherwise materially and adversely alter the risk profile of the Project. When Agent’s approval in respect of a Change Order or Change Directive is required in accordance with this Section 4.1(c), Agent will respond to a written request within 10 Business Days (“Response Period”) of receiving such request for its approval. If Agent intends not to approve the Change Order or the Change Directive, Agent will notify Owner within the Response Period and will set out its concerns in such notification. If Agent’s concerns can be addressed on a basis acceptable to Owner and Agent, then Owner may proceed with such Change Order or Change Directive and will concurrently implement or cause to be implemented such agreed-upon solution, including, as appropriate, by way of an amendment to the Change Order or Change Directive or by a related Change Order or Change Directive.

AGREEMENTS AND SECURITY. 4.1 (a) Project Co and Agent shall not amend or modify any Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment: (i) is consistent in all material respects with the Financial Model; (ii) does not increase the Cost of the Financing; and (iii) does not increase the amount of any Compensation Payment, if and when payable, or costs of prepayment that were contained in the financing term sheet in the Proposal Submission and shall provide prompt notice to Owner of any amendments or modifications accompanied by a copy thereof. (b) Project Co and Owner shall not amend or modify the Project Agreement or any Implementing Agreements to which Project Co or Owner are parties, without the prior written consent of Agent, not to be unreasonably withheld or delayed, which consent (subject to Section 6.4 of this Lender’s Direct Agreement) shall not be withheld if the relevant amendment or modification does not: (i) adversely affect the ability of Agent or Lender to exercise its rights under the Lending Agreements; (ii) adversely affect the security of the Lender under the Lending Agreements; or (iii) increase the liability of Agent, Lender or Project Co under the relevant agreement. Agent shall respond to any Notice containing a request for consent under this Section 4.1(b) within 15 days of receipt thereof, failing which Agent shall be deemed to have consented to the relevant amendment or modification. (c) Project Co and Owner acknowledge and agree that they will not, without the consent of Agent proceed to execute or implement any Change Order and Owner acknowledges and agrees that it will not issue any Change Directive, which, in either case, is in respect of a discretionary expansion of the construction scope of the Work initiated by Owner and which would: (i) materially alter the scope of the Work; or (ii) materially impact financing of the Project or otherwise materially and adversely alter the risk profile of the Project, provided the Parties further acknowledge and agree that where such Change Order or Change Directive (A) costs less than $[REDACTED], or (B) when aggregated with all such other Change Orders and Change Directives previously implemented, costs less than $[REDACTED], such Change Order or Change Directive shall be deemed not to materially alter the scope of the Work or impact the financing of the Project or otherwise materially and adversely alter the risk profile of the Project. When Agent’s approval in respect of a Change Order or Change Directive is required in accordance with this Section 4.1(c), Agent will respond to a written request within 10 Business Days (“Response Period”) of receiving such request for its approval. If Agent intends not to approve the Change Order or the Change Directive, Agent will notify Owner within the Response Period and will set out its concerns in such notification. If Agent’s concerns can be addressed on a basis acceptable to Owner and Agent, then Owner may proceed with such Change Order or Change Directive and will concurrently implement or cause to be implemented such agreed-upon solution, including, as appropriate, by way of an amendment to the Change Order or Change Directive or by a related Change Order or Change Directive. 4.2 Project Co acknowledges and consents to the arrangements set out in this Lender’s Direct Agreement, and agrees not to do or omit to do anything that may prevent any other Party from enforcing its rights under this Lender’s Direct Agreement. 4.3 Agent acknowledges having received a copy of each of the Implementing Agreements. 4.4 Owner acknowledges having received a copy of each of the Lending Agreements and consents to the granting of security by Project Co over the Project Agreement and Implementing Agreements contained in the Lending Agreements. 4.5 Project Co and Agent acknowledge that, subject to the provisions of the Construction Lien Act (Ontario) none of Project Co, Agent or Lender shall, under the Project Agreement or any of the Implementing Agreements, acquire any interest in the Site or the Project (other than the licence to access the Site or the Facility provided in Section 3.3 of this Lender’s Direct Agreement or in Section 9.1(a) of the Project Agreement) notwithstanding any provision therein to the contrary and that Owner shall at all times retain the fee simple interest in and freehold title to the Site and the Project to be constructed on the Site under the Project Agreement. 4.6 Without limitation of any of their respective rights and remedies under the Implementing Agreements, Project Co and Agent acknowledge that Owner is a public hospital and nothing in this Lender’s Direct Agreement or any of the Implementing Agreements, including the Construction Contract, shall limit or shall be construed as limiting any authority and responsibility of Owner under the Public Hospitals Act (Ontario) or, subject to Section 10.1(b) of the Project Agreement, any directions to Owner or to the board of directors of Owner made by a Governmental Authority under Applicable Law, or from being in compliance with all Applicable Law. 4.7 The Parties agree that they will enter into the Insurance and Bonding Trust Agreement contemporaneously with the execution of this Lender’s Direct Agreement.

AGREEMENTS AND SECURITY. 4.1 (a) Project Co and the Lenders’ Agent shall not amend or modify the Lending Agreements, or any Lending Agreements other than as expressly provided for under the terms of those agreements and them, except where Project Co is permitted to do so long as such amendment: (ipursuant to Section 7.3(a) is consistent in all material respects with the Financial Model; (ii) does not increase the Cost of the Financing; and (iii) does not increase the amount of any Compensation Payment, if and when payable, or costs of prepayment that were contained in the financing term sheet in the Proposal Submission and shall provide prompt notice to Owner of any amendments or modifications accompanied by a copy thereofProject Agreement. (b) Project Co represents and Owner warrants that the Lending Agreements have been entered into and negotiated on an arm’s length basis. (c) Project Co and the Ministry shall not amend or modify the MHI Project Agreement or any Implementing Agreements to which Project Co or Owner are parties, Documents (other than in accordance with the terms of those agreements) without the prior written consent of the Lenders’ Agent, not to be unreasonably withheld or delayed, which consent (subject to Section 6.4 of this Lender’s Direct Agreement) shall not be withheld if the relevant amendment or modification does not: shall not (i) materially adversely affect the ability of Agent or Lender the Lenders to exercise its their rights under the Lending Agreements; Security, (ii) materially adversely affect the security value of the Lender under the Lending Agreements; or Security, or (iii) increase the liability of Agent, Lender the Lenders or Project Co under the relevant agreement. The Lenders’ Agent shall respond to any request for consent under this Section 4.1(b5(c) within 15 30 days of receipt thereof, failing which Agent shall be deemed to have consented to the relevant amendment or modification. (cd) Project Co acknowledges and consents to the arrangements set out in this Lenders’ Direct Agreement, and agrees not to do or omit to do anything that may prevent any other Party from enforcing its rights under this Lenders’ Direct Agreement. (e) The Lenders’ Agent acknowledges having received a copy of the Project Agreement. (f) The Ministry acknowledges having received copies of the Lending Agreements, and confirms that they are in form and substance satisfactory to the Ministry as at the date of Financial Close. (g) The Ministry acknowledges notice of and consents to the Security, and confirms that it has not received notice of any other security interest granted over Project Co’s rights under any of the MHI Project Documents. (h) The Ministry agrees that any enforcement by the Lenders’ Agent of a security interest in the Equity Capital of Project Co granted in favour of the Lenders’ Agent as part of the Security following an Enforcement Event shall not constitute a Change in Ownership, Change in Control or Project Co Event of Default under the Project Agreement. (i) Project Co and Owner acknowledge the Lenders’ Agent hereby authorize and agree that they will not, without instruct the consent of Agent proceed Ministry (and the Ministry agrees) to execute or implement any Change Order and Owner acknowledges and agrees that it will not issue any Change Directive, which, in either case, is in respect of a discretionary expansion of pay all sums payable to Project Co under the construction scope of the Work initiated by Owner and which wouldProject Agreement as follows: (i) materially alter in the scope case of the Work; orPhase One Milestone Payment, to National Bank of Canada account number at transit number ; (ii) materially impact financing in the case of the Substantial Completion Payment, to National Bank of Canada account number at transit number ; and (iii) in the case of all other sums payable to Project or otherwise materially Co under the Project Agreement, to National Bank of Canada account number at transit number , and adversely alter Project Co and the risk profile of the Project, provided the Parties further acknowledge and Ministry agree that where such Change Order or Change Directive (A) costs less than $[REDACTED]upon the occurrence of an Enforcement Event, or (B) when aggregated with all such other Change Orders and Change Directives previously implementedif so directed in writing by the Lenders’ Agent upon giving reasonable notice, costs less than $[REDACTED], such Change Order or Change Directive the Ministry shall be deemed not pay any sum which it is obliged to materially alter the scope of the Work or impact the financing of pay to Project Co under the Project or otherwise materially and adversely alter the risk profile of the Project. When Agent’s approval in respect of a Change Order or Change Directive is required in accordance with this Section 4.1(c), Agent will respond Agreement to a written request within 10 Business Days bank account specified by the Lenders’ Agent. (“Response Period”j) The Ministry shall provide the Lenders’ Agent with copies of receiving any Warning Notice, Monitoring Notice or notice of default given to Project Co under the Project Agreement at the same time such request for its approval. If Agent intends not notice is given to approve the Change Order or the Change Directive, Agent will notify Owner within the Response Period and will set out its concerns in such notification. If Agent’s concerns can be addressed on a basis acceptable to Owner and Agent, then Owner may proceed with such Change Order or Change Directive and will concurrently implement or cause to be implemented such agreed-upon solution, including, as appropriate, by way of an amendment Project Co. (k) Prior to the Change Order irrevocable payment in full of all amounts owing to the Lenders under the Lending Agreements, the Ministry shall not take any action to wind-up, liquidate, dissolve or Change Directive appoint a receiver or by receiver and manager of Project Co or to institute or sanction a related Change Order voluntary arrangement or Change Directive.any other bankruptcy or insolvency proceedings in relation to Project Co.

AGREEMENTS AND SECURITY. 4.1 (a) Project Co and Agent shall not amend or modify any Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment: (i) is consistent in all material respects with the Financial Model; (ii) does not increase the Cost of the Financing; and (iii) does not increase the amount of any Compensation Payment, if and when payable, or costs of prepayment that were contained in the financing term sheet in the Proposal Submission and shall provide prompt notice to Owner of any amendments or modifications accompanied by a copy thereof. (b) Project Co and Owner shall not amend or modify the Project Agreement or any Implementing Agreements to which Project Co or Owner are parties, without the prior written consent of Agent, not to be unreasonably withheld or delayed, which consent (subject to Section 6.4 of this Lender’s Direct Agreement) shall not be withheld if the relevant amendment or modification does not: (i) adversely affect the ability of Agent or Lender to exercise its rights under the Lending Agreements; (ii) adversely affect the security of the Lender under the Lending Agreements; or (iii) increase the liability of Agent, Lender or Project Co under the relevant agreement. Agent shall respond to any request for consent under this Section 4.1(b) within 15 days of receipt thereof, failing which Agent shall be deemed to have consented to the relevant amendment or modification. (c) Project Co and Owner acknowledge and agree that they will not, without the consent of Agent proceed to execute or implement any Change Order and Owner acknowledges and agrees that it will not issue any Change Directive, which, in either case, is in respect of a discretionary expansion of the construction scope of the Work initiated by Owner and which would: (i) materially alter the scope of the Work; or (ii) materially impact financing of the Project or otherwise materially and adversely alter the risk profile of the Project, provided the Parties further acknowledge and agree that where such Change Order or Change Directive (A) costs less than $[REDACTEDRedacted], or (B) when aggregated with all such other Change Orders and Change Directives previously implemented, costs less than $[REDACTEDRedacted], such Change Order or Change Directive shall be deemed not to materially alter the scope of the Work or impact the financing of the Project or otherwise materially and adversely alter the risk profile of the Project. When Agent’s approval in respect of a Change Order or Change Directive is required in accordance with this Section 4.1(c), Agent will respond to a written request within 10 Business Days (“Response Period”) of receiving such request for its approval. If Agent intends not to approve the Change Order or the Change Directive, Agent will notify Owner within the Response Period and will set out its concerns in such notification. If Agent’s concerns can be addressed on a basis acceptable to Owner and Agent, then Owner may proceed with such Change Order or Change Directive and will concurrently implement or cause to be implemented such agreed-upon solution, including, as appropriate, by way of an amendment to the Change Order or Change Directive or by a related Change Order or Change Directive.

AGREEMENTS AND SECURITY. 4.1 (a) Project Co and Agent shall not amend or modify any Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment: (i) is consistent in all material respects with the Financial Model; (ii) does not increase the Cost of the Financing; and (iii) does not increase the amount of any Compensation Payment, if and when payable, or costs of prepayment that were contained in the financing term sheet in the Proposal Submission and shall provide prompt notice to Owner of any amendments or modifications accompanied by a copy thereof. (b) Project Co and Owner shall not amend or modify the Project Agreement or any Implementing Agreements to which Project Co or Owner are parties, without the prior written consent of Agent, not to be unreasonably withheld or delayed, which consent (subject to Section 6.4 of this Lender’s Direct Agreement) shall not be withheld if the relevant amendment or modification does not: (i) adversely affect the ability of Agent or Lender to exercise its rights under the Lending Agreements; (ii) adversely affect the security of the Lender Lenders under the Lending Agreements; or (iii) increase the liability of Agent, Lender or Project Co under the relevant agreement. Agent shall respond to any Notice containing a request for consent under this Section 4.1(b) within 15 days of receipt thereof, failing which Agent shall be deemed to have consented to the relevant amendment or modification. (c) Project Co and Owner acknowledge and agree that they will not, without the consent of Agent proceed to execute or implement any Change Order and Owner acknowledges and agrees that it will not issue any Change Directive, which, in either case, is in respect of a discretionary expansion of the construction scope of the Work initiated by Owner and which would: (i) materially alter the scope of the Work; or (ii) materially impact financing of the Project or otherwise materially and adversely alter the risk profile of the Project, provided the Parties further acknowledge and agree that where such Change Order or Change Directive (A) costs less than $[REDACTED], or REDACTED]or (B) when aggregated with all such other Change Orders and Change Directives previously implemented, costs less than $[REDACTED], such Change Order or Change Directive shall be deemed not to materially alter the scope of the Work or impact the financing of the Project or otherwise materially and adversely alter the risk profile of the Project. When Agent’s approval in respect of a Change Order or Change Directive is required in accordance with this Section 4.1(c), Agent will respond to a written request within 10 Business Days (“Response Period”) of receiving such request for its approval. If Agent intends not to approve the Change Order or the Change Directive, Agent will notify Owner within the Response Period and will set out its concerns in such notification. If Agent’s concerns can be addressed on a basis acceptable to Owner and Agent, then Owner may proceed with such Change Order or Change Directive and will concurrently implement or cause to be implemented such agreed-upon solution, including, as appropriate, by way of an amendment to the Change Order or Change Directive or by a related Change Order or Change Directive. 4.2 Project Co acknowledges and consents to the arrangements set out in this Lender’s Direct Agreement, and agrees not to do or omit to do anything that may prevent any other Party from enforcing its rights under this Lender’s Direct Agreement. 4.3 Agent acknowledges having received a copy of each of the Implementing Agreements. 4.4 Owner acknowledges having received a copy of each of the Lending Agreements and consents to the granting of security by Project Co over the Project Agreement and Implementing Agreements contained in the Lending Agreements. 4.5 Project Co and Agent acknowledge that, subject to the provisions of the Construction Lien Act (Ontario) none of Project Co, Agent or Lender shall, under the Project Agreement or any of the Implementing Agreements, acquire any interest in the Site or the Project (other than the licence to access the Site or the Facility provided in Section 3.3 of this Lender’s Direct Agreement or in Section 9.1(a) of the Project Agreement) notwithstanding any provision therein to the contrary and that Owner shall at all times retain the fee simple interest in and freehold title to the Site and the Project to be constructed on the Site under the Project Agreement. 4.6 Without limitation of any of their respective rights and remedies under the Implementing Agreements, Project Co and Agent acknowledge that Owner is a public hospital and nothing in this Lender’s Direct Agreement or any of the Implementing Agreements, including the Construction Contract, shall limit or shall be construed as limiting any authority and responsibility of Owner under the Public Hospitals Act (Ontario) or, subject to Section 10.1(b) of the Project Agreement, any directions to Owner or to the board of directors of Owner made by a Governmental Authority under Applicable Law, or from being in compliance with all Applicable Law. 4.7 The Parties agree that they will enter into the Insurance and Bonding Trust Agreement contemporaneously with the execution of this Lender’s Direct Agreement.

AGREEMENTS AND SECURITY. 4.1 (a) Project Co shall not amend or modify and, to the extent it is a party and is required to sign or consent to such amount or modification, Agent shall not amend or modify or consent to any amendment or modification of any Lending Agreements other than as expressly provided for under the terms of those agreements and [REDACTED] so long as such amendment: (i) is consistent in all material respects with the Financial Model; (ii) does not increase the Cost of the Financing; and (iii) does not increase the amount of any Compensation Payment, if and when payable, or costs of prepayment that were contained in the financing term sheet in the Proposal Submission and Project Co shall provide prompt notice to Owner of any amendments or modifications accompanied by a copy thereof. (b) Project Co and Owner shall not amend or modify the Project Agreement or any Implementing Agreements to which Project Co or Owner are parties, without the prior written consent of Agent, not to be unreasonably withheld or delayed, which consent (subject to Section 6.4 of this Lender’s Direct Agreement) shall not be withheld if the relevant amendment or modification does not: (i) adversely affect the ability of Agent or Lender the Lenders to exercise its rights under the Lending Agreements; (ii) adversely affect the security of the Lender Agent or the Lenders under the Lending Agreements; or (iii) increase the liability of the Agent, any Lender or Project Co under the relevant agreement. Agent shall respond to any request for consent under this Section 4.1(b) within 15 days of receipt thereof, failing which Agent and the Lenders shall be deemed to have consented to the relevant amendment or modification. (c) Project Co and Owner acknowledge and agree that they will not, without the consent of Agent proceed to execute or implement any Change Order and Owner acknowledges and agrees that it will not issue any Change Directive, which, in either case, is in respect of a discretionary expansion of the construction scope of the Work initiated by Owner and which would: (i) materially alter the scope of the Work; or (ii) materially impact financing of the Project or otherwise materially and adversely alter the risk profile of the Project, provided the Parties further acknowledge and agree that where such Change Order or Change Directive (A) costs less than $[REDACTED], or (B) when aggregated with all such other Change Orders and Change Directives previously implemented, costs less than $[REDACTED], such Change Order or Change Directive shall be deemed not to materially alter the scope of the Work or materially impact the financing of the Project or otherwise materially and adversely alter the risk profile of the Project. When Agent’s approval in respect of a Change Order or Change Directive is required in accordance with this Section 4.1(c), Agent will respond to a written request within 10 Business Days (“Response Period”) of receiving such request for its approval. If Agent intends not to approve the Change Order or the Change Directive, Agent will notify Owner within the Response Period and will set out its concerns in such notification. If Agent’s concerns can be addressed on a basis acceptable to Owner and Agent, then Owner may proceed with such Change Order or Change Directive and will concurrently implement or cause to be implemented such agreed-agreed- upon solution, including, as appropriate, by way of an amendment to the Change Order or Change Directive or by a related Change Order or Change Directive.

AGREEMENTS AND SECURITY. 4.1 (a) Project Co and the Lenders’ Agent shall not amend or modify the Lending Agreements, or any Lending Agreements other than as expressly provided for under the terms of those agreements and them, except where Project Co is permitted to do so long as such amendment: (i) is consistent in all material respects with the Financial Model; (ii) does not increase the Cost pursuant to Section 7.3 of the Financing; and (iii) does not increase the amount of any Compensation Payment, if and when payable, or costs of prepayment that were contained in the financing term sheet in the Proposal Submission and shall provide prompt notice to Owner of any amendments or modifications accompanied by a copy thereofProject Agreement. (b) Project Co shall not, prior to the Substantial Completion Date, exercise any rights of voluntary prepayment, voluntary redemption, or other voluntary repayment of loan, as applicable, under the Lending Agreements without the prior written consent of the City, acting in its sole discretion. In exercising its sole discretion to grant consent, the City shall be entitled to request and Owner consider, and Project Co shall be required to provide within 10 Business Days following a request by the City, amongst other things and not limited to, the following: (i) written certification by an officer of Project Co of the remaining Project Costs (as defined in the Lending Agreements) accrued and unpaid or expected to be incurred to achieve Substantial Completion and to fund any Project Accounts (as defined in the Lending Agreements) then not funded and required to be funded at or prior to the then anticipated prepayment and/or redemption (as approved by the SCTA (as defined in the Lending Agreements)) by the Substantial Completion Date; (ii) written certification by an officer of Project Co that no Funding Shortfall (as defined in the Lending Agreements) would reasonably be expected to arise as a consequence of such prepayment and/or redemption, including any related cancellation of unutilized commitments, if applicable, under the Lending Agreements; (iii) written confirmation from the Lenders’ Consultant, addressed to the City, that the Project Co’s calculation in Section 5(b)(i) and Project Co’s certification in Section 5(b)(ii) is, in the opinion of the Lenders’ Consultant, correct; (iv) written confirmation from the Lenders’ Consultant, addressed to the City, that no incremental delay in achieving the any Substantial Completion Date (beyond the applicable Scheduled Substantial Completion Date) would reasonably be expected as a consequence of such prepayment and/or redemption and related cancellation of unutilized commitments, if applicable, under the Lending Agreements; and (v) written confirmation from the Lenders’ Consultant, addressed to the City, that the remaining Substantial Completion Dates are likely to occur on or prior to the then Scheduled Substantial Completion Dates. (c) Project Co and the City shall not amend or modify the City Project Agreement or any Implementing Agreements to which Project Co or Owner are parties, Documents (other than in accordance with the terms of those agreements) without the prior written consent of the Lenders’ Agent, not to be unreasonably withheld or delayed, which consent (subject to Section 6.4 of this Lender’s Direct Agreement) shall not be withheld if the relevant amendment or modification does not: shall not (i) materially adversely affect the ability of Agent or Lender the Lenders to exercise its their rights under the Lending Agreements; Security, (ii) materially adversely affect the security value of the Lender under the Lending Agreements; or Security, or (iii) increase the liability of Agent, Lender the Lenders or Project Co under the relevant agreement. The Lenders’ Agent shall respond to any request for consent under this Section 4.1(b5(c) within 15 30 days of following receipt thereof, failing which Agent shall be deemed to have consented to the relevant amendment or modification. (cd) Project Co acknowledges and consents to the arrangements set out in this Lenders’ Direct Agreement, and agrees not to do or omit to do anything that may prevent any other Party from enforcing its rights under this Lenders’ Direct Agreement. (e) The Lenders’ Agent acknowledges having received a copy of the Project Agreement. (f) The City acknowledges having received copies of the Lending Agreements, and confirm that they are in form and substance satisfactory to the City as at the date of Financial Close. (g) The City acknowledges notice of and consents to the Security, and confirm that they have not received notice of any other security interest granted over Project Co’s rights under any of the City Project Documents. (h) Project Co and Owner the Lenders’ Agent hereby authorize and instruct the City (and the City agrees) to pay the Substantial Completion Payment and all sums payable to Project Co under the Project Agreement in respect of any Debt Amount or any Debt Service Amount to the construction payment account described below in this Section 5(h) maintained by Project Co at [REDACTED], and Project Co and the City agree that upon the occurrence of an Enforcement Event, if so directed in writing by the Lenders’ Agent upon giving reasonable notice, the City shall pay any sum which they are obliged to pay to Project Co under the Project Agreement to a bank account specified by the Lenders’ Agent. SWIFT: [REDACTED] Canadian Routing Code: [REDACTED] Account No.: [REDACTED] Beneficiary Name: [REDACTED] The Parties acknowledge and agree that they the RVSC Fixed Costs Amount will notbe paid by the City in accordance with Section 9.11 of the Project Agreement and shall not be deposited by the City in the Project Accounts (as defined in the Lending Agreements), without either before or following a default or event of default under the consent Lending Agreements. (i) Prior to the irrevocable payment in full of all amounts owing to the Lenders under the Lending Agreements, the City shall not take any action to wind-up, liquidate, dissolve or appoint a receiver or receiver and manager of Project Co or to institute or sanction a voluntary arrangement or any other bankruptcy or insolvency proceedings in relation to Project Co. (j) The Lenders’ Agent proceed shall cause the Lenders’ Consultant to execute provide the City with a copy of any written assessment or implement report prepared by the Lenders’ Consultant in relation to the status or progress of the Works under the Construction Contract, including but not limited to, any Change Order and Owner certificate of payment, concurrently with its delivery to the Lenders’ Agent. The Lenders’ Agent acknowledges and agrees that it will not issue this Section 5(j) shall constitute sufficient authority for the Lenders’ Consultant to provide, without delay, a copy of any Change Directive, which, in either case, is in respect and all of its written assessments and reports to the City. (k) The City agrees that any enforcement by the Lenders’ Agent of a discretionary expansion security interest in the Equity Capital of Project Co granted in favour of the construction scope Lenders’ Agent as party of the Work initiated by Owner and which would:Security following an Enforcement Event shall not constitute a Change in Ownership, Change in Control or Project Co Event of Default under the Project Agreement. (il) materially alter the scope of the Work; or (iiAny agreement provided to Project Co pursuant to Section 14.5(a) materially impact financing of the Project or otherwise materially and adversely alter the risk profile of the Project, provided the Parties further acknowledge and agree that where such Change Order or Change Directive (A) costs less than $[REDACTED], or (B) when aggregated with all such other Change Orders and Change Directives previously implemented, costs less than $[REDACTED], such Change Order or Change Directive Agreement shall be deemed not in form and substance satisfactory to materially alter the scope of the Work or impact the financing of the Project or otherwise materially and adversely alter the risk profile of the Project. When Agent’s approval in respect of a Change Order or Change Directive is required in accordance with this Section 4.1(c), Agent will respond to a written request within 10 Business Days (“Response Period”) of receiving such request for its approval. If Agent intends not to approve the Change Order or the Change Directive, Agent will notify Owner within the Response Period and will set out its concerns in such notification. If Agent’s concerns can be addressed on a basis acceptable to Owner and Lenders’ Agent, then Owner may proceed with such Change Order or Change Directive and will concurrently implement or cause to be implemented such agreed-upon solution, including, as appropriate, by way of an amendment to the Change Order or Change Directive or by a related Change Order or Change Directiveacting reasonably.