Common use of Exercise of Remedial Rights Clause in Contracts

Exercise of Remedial Rights. (a) Owner may exercise all rights set out in this Article 19 at any time and from time to time if: (i) Owner, acting reasonably, considers that a breach by Project Co of any obligation under this Project Agreement, or any act or omission on the part of Project Co or any Project Co Party: (A) does or can reasonably be expected to create a serious threat to the health or safety of any user of any part of or the whole of the Facility, including employees of, or patients, volunteers and visitors to the Facility and members of the public; or (B) may potentially compromise the reputation or integrity of Owner or the nature of the Province’s health care system, so as to affect public confidence in that system. provided that: (C) in respect of a breach by Project Co of any obligation under this Project Agreement or any act or omission on the part of Project Co or any Project Co Party which can reasonably be expected to cause any of the consequences set out in Section 19.1(a)(i)(A), Owner shall not exercise its rights under this Article 19 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter, provided that Project Co shall not be entitled to a cure period if any of the consequences set out in Section 19.1(a)(i)(A) actually occur; and (D) in respect of Section 19.1(a)(i)(B), Owner shall not exercise its rights under this Article 19 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter; or (ii) Subject to Section 10.1(b), Project Co has failed to comply with any written direction issued by or on behalf of Owner’s board of directors.

Exercise of Remedial Rights. (a) Owner The City may exercise all rights set out in this Article 19 Section 32 at any time and from time to time if: (i) Ownerthe City, acting reasonably, considers that a breach by Project Co of any obligation under this Project Agreement, or any act or omission on the part of Project Co or any Project Co Party: (A) does or can reasonably be expected to create a serious threat to the health health, safety or safety security of any user of any part of or the whole of the Facilityperson, including employees ofany System User, City Party or patients, volunteers and visitors to the Facility and members of the public; orCity Third Party Beneficiary; (B) does or can reasonably be expected to result in a materially adverse interruption in the Maintenance Services or the availability of the System to System Users; (C) does or can reasonably be expected to materially prejudice the performance of any Governmental Activities; or Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 128 CAN: 26350049.2 BD-#30398459-v2 (D) may potentially compromise the reputation or integrity of Owner the City or any City Party or the nature of the Province’s health care systemCity or the Project, so as to negatively affect public confidence in that system. perception of the City or the Project, provided that: (CE) in respect of a breach by Project Co of any obligation under this Project Agreement Agreement, or any act or omission on the part of Project Co or any Project Co Party Party, which can reasonably be expected to cause any of the consequences set out in Section 19.1(a)(i)(ASections 32.1(a)(i)(A), Owner 32.1(a)(i)(B) and (a) (i)(C), the City shall not exercise its rights under this Article 19 Section 32 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner the City or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter, provided that Project Co shall not be entitled to a cure period if any of the consequences set out in Section 19.1(a)(i)(ASections 32.1(a)(i)(A), 32.1(a)(i)(B) (a) (i)(C) actually occur; and (DF) in respect of Section 19.1(a)(i)(B32.1(a)(i)(D), Owner the City shall not exercise its rights under this Article 19 Section 32 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner the City or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter; (ii) Project Co accrues, in any Contract Month, more than: (A) 300 Failure Points in respect of Vehicle and System Availability Failures; (B) 000 Xxxxxxx Xxxxxx in respect of Station Availability Failures; or (iiC) Subject 150 Failure Points in respect of Quality Failures and Service Failures, combined; (iii) while a Monitoring Notice is in effect that is not being disputed by Project Co, acting in good faith, Project Co receives a Warning Notice in respect of the same or similar Maintenance Services; (iv) if, pursuant to Section 10.1(b)Part 5 of Schedule 11 – Quality Management, a Quality Audit that is not being disputed by Project Co, acting in good faith, shows that Project Co has not performed or is not performing its obligations and Project Co has failed to perform the rectification or Maintenance Services as provided in the Output Specifications; Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 129 CAN: 26350049.2 BD-#30398459-v2 (v) a labour dispute materially affects or can reasonably be expected to materially affect the Project Scope, the Governmental Activities or the availability of the System to System Users; (vi) the City has received a notice under any Maintenance Contractor’s Direct Agreement, if applicable, that entitles the City to exercise step-in rights thereunder; or (vii) Project Co has failed to comply with any written direction issued by or on behalf of Owner’s board of directorsthe City.

Exercise of Remedial Rights. (a) Owner The Ministry may exercise all rights set out in this Article 19 Section 31 at any time and from time to time if: (i) OwnerThe Ministry, acting reasonably, considers that a breach by Project Co of any obligation under this Project Agreement, or any act or omission on the part of Project Co or any Project Co Party: (A) does or can reasonably be expected to create a serious threat to the health health, safety or safety security of any user person, including any Bypass User or Province Person; (B) does or can reasonably be expected to result in a materially adverse interruption in the OM&R Work or the availability of the Bypass to Bypass Users; (C) does or can reasonably be expected to materially prejudice the performance of any part of or the whole of the Facility, including employees of, or patients, volunteers and visitors to the Facility and members of the publicGovernmental Activities; or (BD) may potentially compromise the reputation or integrity of Owner the Ministry and/or any MHI Party or the nature of the ProvinceProvince of Saskatchewan’s health care highway system, so as to negatively affect public confidence in perception of that system. , provided that: (CE) in respect of a breach by Project Co of any obligation under this Project Agreement Agreement, or any act or omission on the part of Project Co or any Project Co Party Party, which can reasonably be expected to cause any of the consequences set out in Section 19.1(a)(i)(ASections 31.1(a)(i)(A), Owner 31.1(a)(i)(B) and 31.1(a)(i)(C), the Ministry shall not exercise its rights under this Article 19 Section 31 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner the Ministry or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter, provided that Project Co shall not be entitled to a cure period if any of the consequences set out in Section 19.1(a)(i)(ASections 31.1(a)(i)(A), 31.1(a)(i)(B) and 31.1(a)(i)(C) actually occur; and (DF) in respect of Section 19.1(a)(i)(B31.1(a)(i)(D), Owner the Ministry shall not exercise its rights under this Article 19 Section 31 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner the Ministry or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter; (ii) Project Co accrues the following number of Failure Points or more: (A) in any one (1) Payment Period, Failure Points in respect of Quality Failures; and (B) in any rolling three (3) Payment Periods, Failure Points in respect of Quality Failures; (iii) while a Monitoring Notice is in effect that is not being disputed by Project Co, acting in good faith, Project Co receives a Warning Notice in respect of the same or similar OM&R Work; (iv) an IMS Audit that is not being disputed by Project Co, acting in good faith, shows that Project Co has not performed or is not performing its obligations and Project Co has failed to perform the rectification or OM&R Work as provided in the Technical Requirements; (v) a labour dispute materially affects or can reasonably be expected to materially affect the Project Operations, the Governmental Activities or the availability of the Bypass to Bypass Users; (vi) the Ministry has received a notice under the O&M Provider’s Direct Agreement that entitles the Ministry to exercise step-in rights thereunder; or (iivii) Subject to Section 10.1(b), Project Co has failed to comply with any written direction issued by or on behalf of Owner’s board of directorsthe Ministry (or any designate appointed pursuant to Section 62.1).

Exercise of Remedial Rights. (a) Owner NHS may exercise all rights set out in this Article 19 Section 31 at any time and from time to time if: (i) OwnerNHS, acting reasonably, considers that a breach by Project Co of any obligation under this Project Agreement, or any act or omission on the part of Project Co or any Project Co Party: (A) does or can reasonably be expected to create a serious threat to the health or safety of any user of any part of or the whole of the Facility, including employees ofemployees, or patients, volunteers and visitors to the Facility and members of the public; (B) does or can reasonably be expected to result in a materially adverse interruption in the provision of one or more of the Project Co Services; (C) does or can reasonably be expected to materially prejudice NHS's ability to provide the Hospital Services; or (BD) may potentially compromise the NHS's reputation or integrity of Owner or the nature of the Province’s 's health care system, so as to affect public confidence in that system. , provided that: (CE) in respect of a breach by Project Co of any obligation under this Project Agreement Agreement, or any act or omission on the part of Project Co or any Project Co Party Party, which can reasonably be expected to cause any of the consequences set out in Section 19.1(a)(i)(ASections 31.1(a)(i)(A), Owner 31.1(a)(i)(B) or 31.1 (a) (i)(C), NHS shall not exercise its rights under this Article 19 Section 31 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner NHS or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter, provided that Project Co shall not be entitled to a cure period if any of the consequences set out in Section 19.1(a)(i)(ASections 31.1(a)(i)(A), 31.1(a)(i)(B) or 31.1(a)(i)(C) actually occur; and (DF) in respect of Section 19.1(a)(i)(B31.1(a)(i)(D), Owner NHS shall not exercise its rights under this Article 19 Section 31 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner NHS or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter; or (ii) Subject to Section 10.1(b), Project Co has failed to comply with any written direction issued by or on behalf of Owner’s board of directors.continuously

Exercise of Remedial Rights. (a) Owner may exercise all rights set out in this Article 19 at any time and from time to time if: (i) Owner, acting reasonably, considers that a breach by Project Co of any obligation under this Project Agreement, or any act or omission on the part of Project Co or any Project Co Party: (A) does or can reasonably be expected to create a serious threat to the health or safety of any user of any part of or the whole of the Facility, including employees of, or patients, volunteers and visitors to the Facility and members of the public; or (B) may potentially compromise the reputation or integrity of Owner or the nature of the Province’s Province‟s health care system, so as to affect public confidence in that system. provided that: (C) in respect of a breach by Project Co of any obligation under this Project Agreement or any act or omission on the part of Project Co or any Project Co Party which can reasonably be expected to cause any of the consequences set out in Section 19.1(a)(i)(A), Owner shall not exercise its rights under this Article 19 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter, provided that Project Co shall not be entitled to a cure period if any of the consequences set out in Section 19.1(a)(i)(A) actually occur; and (D) in respect of Section 19.1(a)(i)(B), Owner shall not exercise its rights under this Article 19 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter; or (ii) Subject to Section 10.1(b), Project Co has failed to comply with any written direction issued by or on behalf of Owner’s Owner‟s board of directors.

Exercise of Remedial Rights. (a) Owner HMQ may exercise all rights set out in this Article 19 at any time and from time to time if: (i) OwnerHMQ, acting reasonably, considers that a breach by Project Co of any obligation under this Project Agreement, or any act or omission on the part of Project Co or any Project Co Party: (A) does or can reasonably be expected to create a serious threat to the health or safety of any user of any part of or the whole of the FacilityFacilities, including employees of, or patients, volunteers of and visitors to the a Facility and members of the public; or (B) may potentially compromise the reputation or integrity of Owner HMQ or the nature of the Province’s health care system, so as to affect public confidence in that systemany Sponsor. provided that: (C) in respect of a breach by Project Co of any obligation under this Project Agreement or any act or omission on the part of Project Co or any Project Co Party which can reasonably be expected to cause any of the consequences set out in Section 19.1(a)(i)(A), Owner HMQ shall not exercise its rights under this Article 19 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner HMQ or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter, provided that Project Co shall not be entitled to a cure period if any of the consequences set out in Section 19.1(a)(i)(A) actually occur; and (D) in respect of Section 19.1(a)(i)(B), Owner HMQ shall not exercise its rights under this Article 19 unless Project Co has failed to cure the relevant breach, act or omission within 5 Business Days of notice from Owner HMQ or, if such breach, act or omission cannot reasonably be cured within such 5 Business Day period, Project Co thereafter fails to diligently and continuously pursue such cure and to cure such breach, act or omission within a reasonable period thereafter; or (ii) Subject to Section 10.1(b), Project Co has failed to comply with any written direction issued by or on behalf of Owner’s board of directors.