Common use of Disruption in Financial Markets Clause in Contracts

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned. (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to and Contracting Authority will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned. (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Proposal Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority Authority, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. ‌ (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either:either:‌ (i) terminate this Project Agreement in its entirety by written Notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to assume:and Contracting Authority will assume:‌ (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; andand‌ (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned.assigned.‌ (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Proposal Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority Authority, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned. (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section Sections 2.4(b)(ii)(A) and (B) above2.4(b)(ii)(B), Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Proposal Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority the CTC may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to the CTC and the CTC will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority the CTC elects to be assigned. (c) If Contracting Authority the CTC exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A2.4(b) (ii) (A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such fee]. Contracting AuthorityThe CTC’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authoritythe CTC, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority the CTC, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority SMH may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to SMH and SMH will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority SMH elects to be assigned. (c) If Contracting Authority SMH exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such fee. Contracting AuthoritySMH’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthoritySMH, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority SMH, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority JBH may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to JBH and JBH will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority JBH elects to be assigned. (c) If Contracting Authority JBH exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such fee]. Contracting AuthorityJBH’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityJBH, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority JBH, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project DB Co’s obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority the City may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice having immediate effect; or (ii) direct Project DB Co to assign to a designee of Contracting Authority the City which has agreed to assume: (A) the Project Agreement, and all of Project DB Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project DB Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project DB Co and any Project DB Co Party which Contracting Authority the City elects to be assigned. (c) If Contracting Authority the City exercises its rights pursuant to Section 2.4(b), and, provided Project DB Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project DB Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting AuthorityThe City’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authoritythe City, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority the City and any other Government Entity to Project DB Co and any Project DB Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to and Contracting Authority will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights Agreement and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned. (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Maximum Base Break Fee Amount pursuant to Section 10.3.2 10.3.3 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority Authority, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may HMQ may, in its sole discretion discretion, either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to HMQ and HMQ will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority HMQ elects to be assigned. (c) If Contracting Authority HMQ exercises its rights pursuant to Section 2.4(b2.7(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii) (A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting AuthorityHMQ’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityHMQ, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority HMQ and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority HHS may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to IO and IO will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority IO elects to be assigned. (c) If Contracting Authority HHS exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s HHS’ obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityHHS, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority HHS, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to and Contracting Authority will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned. (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority Authority, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority CAMH may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to assumeInfrastructure Ontario: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority Infrastructure Ontario elects to be assigned. (c) If Contracting Authority CAMH exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii) (A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the “Design and Bid Fee Fee” pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting AuthorityCAMH’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityCAMH, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority CAMH, Infrastructure Ontario and any other the Government Entity of Ontario to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to and Contracting Authority will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned. (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority HMQ may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to HMQ and HMQ will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights Agreement and the Project Co Permits, Licences, Approvals Licences and AgreementsApprovals; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority HMQ elects to be assigned. (c) If Contracting Authority HMQ exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii) (A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such feeCredit. Contracting AuthorityHMQ’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityHMQ, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority HMQ, City, Markham, UofT, IO, the Government of Ontario, TO2015 and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority the City may in its sole discretion Discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to the City and the City will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals Licences and AgreementsApprovals; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority the City elects to be assigned. (c) If Contracting Authority the City exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii) (A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] 20% of such fee, plus any applicable HST. Contracting AuthorityThe City’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authoritythe City, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority and any other Government Entity the City to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority the College may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to the College and the College will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority the College elects to be assigned. (c) If Contracting Authority the College exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such fee]. Contracting AuthorityThe College’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authoritythe College, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority the College, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority HMQ may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to HMQ and HMQ will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals Licences and AgreementsApprovals; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority HMQ elects to be assigned. (c) If Contracting Authority HMQ exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii) (A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee plus any applicable HST on the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s HMQ's obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityHMQ, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority HMQ, MAG, OIPC, the Government of Ontario and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority Osler may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to IO and IO will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority IO elects to be assigned. (c) If Contracting Authority Osler exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above), Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s Xxxxx’x obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityOsler, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority Osler, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 ten Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority IO may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to assumeIO: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals Licences and AgreementsApprovals; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority IO elects to be assigned. (c) If Contracting Authority IO exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii) (A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the “Design and Bid Fee Fee”, if applicable, pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such fee]. Contracting AuthorityIO’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityIO, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may SJHC may, in its sole discretion discretion, either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to Infrastructure Ontario and Infrastructure Ontario will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority Infrastructure Ontario elects to be assigned. (c) If Contracting Authority SJHC exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting AuthoritySJHC’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthoritySJHC, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority SJHC, Infrastructure Ontario and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either: (i) : terminate this Project Agreement in its entirety by written Notice having immediate effect; or (ii) or direct Project Co to assign to a designee of Contracting Authority which has agreed to assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned. (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority UOHI may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to UOHI and UOHI will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights Agreement and the Project Co Permits, Licences, Approvals Licences and AgreementsApprovals; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority UOHI elects to be assigned. (c) If Contracting Authority UOHI exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B2.4(b)(ii)(B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such feeCredit. Contracting AuthorityUOHI’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityUOHI, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority UOHI, IO, the Government of Ontario and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may MHCP may, in its sole discretion discretion, either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to Infrastructure Ontario and Infrastructure Ontario will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority Infrastructure Ontario elects to be assigned. (c) If Contracting Authority MHCP exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting AuthorityMHCP’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityMHCP, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority MHCP, Infrastructure Ontario and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority HMQ may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to assumeHMQ: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals Licences and AgreementsApprovals; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority HMQ elects to be assigned. (c) If Contracting Authority HMQ exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii) (A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee (no GST is payable on such fee) pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s HMQ's obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityHMQ, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority HMQ, MAG, OIPC, the Government of Ontario and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority IO may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to IO and IO will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority IO elects to be assigned. (c) If Contracting Authority IO exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting AuthorityIO’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityIO, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority HMQ may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to HMQ and HMQ will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority HMQ elects to be assigned. (c) If Contracting Authority HMQ exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A2.4(b) (ii) (A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such fee]. Contracting Authority’s HMQ‟s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityHMQ, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority HMQ, City, UofT, IO, the Government of Ontario and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to and Contracting Authority will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned. (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B2.4(b)(ii)(B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Proposal Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority Authority, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. ‌ (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either:either:‌ (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to and Contracting Authority will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; andand‌ (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned.assigned.‌ (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Proposal Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority Authority, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority WCH may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to IO and IO will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority IO elects to be assigned. (c) If Contracting Authority WCH exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting AuthorityWCH’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityWCH, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority WCH, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority HRRH may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to IO and IO will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority IO elects to be assigned. (c) If Contracting Authority HRRH exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting AuthorityHRRH’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityHRRH, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority HRRH, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit Credit, pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority IO may in its sole discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to IO and IO will assume: (A) the Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority IO elects to be assigned. (c) If Contracting Authority IO exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A(ii) (A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting AuthorityIO’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityIO, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. ‌ (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either:either:‌ (i) terminate this Project Agreement in its entirety by written Notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to and Contracting Authority will assume: (A) the Project Agreement, and all of Project Co’s 's right, title and interest in the Project Data, the Intellectual Property Rights and the Project Co Permits, Licences, Approvals and Agreements; andand‌ (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned.assigned.‌ (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section 2.4(b)(ii)(A) and (B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] REDACTED]% of such fee. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority Authority, IO and any other Government Entity to Project Co and any Project Co Parties in connection with the Project Agreement and the Request for Proposals process.

Disruption in Financial Markets. (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s 's obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority CMH may in its sole discretion Sole Discretion either: (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to CMH and CMH will assume: (A) the this Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights Agreement and the Project Co Permits, Licences, Approvals Licences and AgreementsApprovals; and (B) those contracts between Project Co and any Project Co Party which Contracting Authority CMH elects to be assigned. (c) If Contracting Authority CMH exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section Sections 2.4(b)(ii)(A) and (B) above2.4(b)(ii)(B), Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such feeCredit. Contracting AuthorityCMH’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting AuthorityCMH, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority CMH, IO, the Government of Ontario and any other Government Entity to Project Co and any Project Co Parties in connection with the this Project Agreement and the Request for Proposals processProposals.

Disruption in Financial Markets. ‌ (a) If Financial Close cannot be achieved by the Financial Close Target Date by reason solely of a Severe Market Disruption, subject to Project Co’s obligation to renew the Standby Letter of Credit pursuant to Section 2.2, the Financial Close Target Date will be extended until the date falling 10 Business Days (or such other period as the Parties agree, acting reasonably) after the date on which such Severe Market Disruption ceases. (b) If a Severe Market Disruption exists, then, at any time before such Severe Market Disruption ceases and prior to Financial Close, Contracting Authority may in its sole discretion either:Sole Discretion either:‌ (i) terminate this Project Agreement in its entirety by written Notice notice having immediate effect; or (ii) direct Project Co to assign to a designee of Contracting Authority which has agreed to and Contracting Authority will assume: (A) the this Project Agreement, and all of Project Co’s right, title and interest in the Project Data, the Intellectual Property Rights Agreement and the Project Co Permits, Licences, Approvals Licences and AgreementsApprovals; andand‌ (B) those contracts between Project Co and any Project Co Party which Contracting Authority elects to be assigned.assigned.‌ (c) If Contracting Authority exercises its rights pursuant to Section 2.4(b), and, provided Project Co has, if directed, delivered the assignments provided for in Section Sections 2.4(b)(ii)(A) and (B2.4(b)(ii)(B) above, Project Co will be entitled to the return of its Standby Letter of Credit and to payment of an amount equal to the Design and Bid Fee pursuant to Section 10.3.2 of the Request for Proposals plus [REDACTED] of such feeCredit. Contracting Authority’s obligation to return the Standby Letter of Credit and to pay such fee shall be contingent on the receipt of a waiver, in form and substance satisfactory to Contracting Authority, that such fee represents full and final satisfaction of any obligation or liability of Contracting Authority Authority, IO, the Government of Ontario and any other Government Entity to Project Co and any Project Co Parties in connection with the this Project Agreement and the Request for Proposals processProposals.