Common use of Financial Close Clause in Contracts

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of its obligations under Section 2.3(b)(ii)) and Contracting Authority does not waive such requirement, Contracting Authority will be entitled to draw on the Standby Letter of Credit and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority incurs or mitigates its damages, and that Contracting Authority shall not have any obligation to mitigate any such damages. (d) If Contracting Authority fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of its obligations under Section 2.3(b)(ii)) and Contracting Authority does not waive such requirement, Contracting Authority will be entitled to draw on the Standby Letter of Credit immediately and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority incurs or mitigates its damages, and that Contracting Authority shall not have any obligation to mitigate any such damages. (d) If Contracting Authority fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice having immediate effect. (e) Project Co shall deliver to Contracting Authority each of the items referred to in Section 3 of Schedule 2 – Completion Documents by the applicable date set out in such Section.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of its obligations under Section 2.3(b)(ii)) and Contracting Authority does not waive such requirement, Contracting Authority will be entitled to draw on the Standby Letter of Credit immediately and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that Contracting Authority is able to obtain from another contractor for the Works, together with all costs reasonably incurred by Contracting Authority to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority incurs or mitigates its damages, and that Contracting Authority shall not have any obligation to mitigate any such damages. (d) If Contracting Authority fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. ‌ (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority any of the documents referred to in Section 1 of Schedule 2 - – Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of its obligations to deliver under Section 2.3(b)(ii)) 2 of Schedule 2 – Completion Documents and Contracting Authority does not waive such requirement, Contracting Authority will be entitled to draw on the Standby Letter of Credit immediately and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority incurs or mitigates its damages, and that Contracting Authority shall not have any obligation to mitigate any such damages. (db) If Contracting Authority fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) 1 of Schedule 2 – Completion Documents and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice having immediate effect. (c) Project Co shall deliver to Contracting Authority each of the items referred to in Section 3 of Schedule 2 – Completion Documents by the applicable date set out in such Section.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority the CTC drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the CTC the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority the CTC shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority the CTC any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority the CTC of its obligations under Section 2.3(b)(ii)) and Contracting Authority the CTC does not waive such requirement, Contracting Authority the CTC will be entitled to draw on the Standby Letter of Credit immediately and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that the CTC is able to obtain from another contractor for the Works, together with all costs reasonably incurred by the CTC to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority the CTC will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority the CTC as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority the CTC incurs or mitigates its damages, and that Contracting Authority the CTC shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following the receipt of written instructions from the CTC given on or after Financial Close, pay the Design and Bid Fee amount plus, for clarity, any applicable HST, to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals) as directed by the CTC. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such reduction. (e) If the CTC fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of its obligations under obligation to deliver to Project Co the documents referred to in Section 2.3(b)(ii)2 of Schedule 2 – Completion Documents) and Contracting Authority does not waive such requirement, Contracting Authority will be entitled to draw on the Standby Letter of Credit immediately and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority incurs or mitigates its damages, and that Contracting Authority shall not have any obligation to mitigate any such damages. (db) If Contracting Authority fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under obligation to deliver to Contracting Authority the documents referred to in Section 2.3(b)(i)1 of Schedule 2 – Completion Documents) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice having immediate effect. (c) Project Co shall deliver to Contracting Authority each of the items referred to in Section 3 of Schedule 2 – Completion Documents by the date set out in such Section.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project DB Co will deliver to Contracting Authority the City drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project DB Co shall deliver to Contracting Authority the City the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority the City shall deliver to Project DB Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project DB Co fails to deliver to Contracting Authority the City any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority the City of its obligations under Section 2.3(b)(ii)) and Contracting Authority the City does not waive such requirement, Contracting Authority the City will be entitled to to: (i) draw on the Standby Letter of Credit immediately and to retain the proceeds thereof lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that Contracting Authority is able to obtain from another contractor for the Works, together with all costs reasonably incurred by Contracting Authority to enter into binding agreements with such other contractor, and such amount shall be retained as liquidated damages, and may ; and (ii) terminate this Project Agreement in its entirety by written Notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority the City will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority the City as a result of Project DB Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority the City incurs or mitigates its damages, and that Contracting Authority the City shall not have any obligation to mitigate any such damages. (d) If Contracting Authority the City fails to deliver to Project DB Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project DB Co of its obligations under Section 2.3(b)(i)) and Project DB Co does not waive such requirement, Project DB Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice having immediate effect. (e) The following documents will be delivered by DB Co to the City no later than forty-five (45) days following the earliest date such documents are available from the Workplace Safety and Insurance Board: in respect of the Construction Contractor, a CAD-7 and a Workplace Injury Summary Report.

Financial Close. (a) No later than 30 days prior Prior to the Financial Close Target DateClose, Project Co will shall deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 3 - Completion DocumentsDocuments to HMQ in order to give HMQ a reasonable opportunity to review such documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority HMQ the documents referred to in Section 1 of Schedule 2 3 - Completion Documents; and (ii) Contracting Authority HMQ shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 3 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority HMQ any of the documents referred to in Section 1 of Schedule 2 3 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority HMQ of its obligations under Section 2.3(b)(ii)) and Contracting Authority HMQ does not waive such requirement, Contracting Authority HMQ will be entitled to draw on the Standby Letter of Credit and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that HMQ is able to obtain from another contractor for the Work, together with all costs reasonably incurred by HMQ to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority HMQ will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority HMQ as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority HMQ incurs or mitigates its damages, and that Contracting Authority HMQ shall not have any obligation to mitigate any such damages. (d) If Contracting Authority HMQ fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 3 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior Prior to the Financial Close Target DateClose, Project Co will shall deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 3 - Completion DocumentsDocuments to CHH in order to give CHH a reasonable opportunity to review such documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority CHH the documents referred to in Section 1 of Schedule 2 3 - Completion Documents; and (ii) Contracting Authority CHH shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 3 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority CHH any of the documents referred to in Section 1 of Schedule 2 3 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority CHH of its obligations under Section 2.3(b)(ii)) and Contracting Authority CHH does not waive such requirement, Contracting Authority CHH will be entitled to draw on the Standby Letter of Credit and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that CHH is able to obtain from another contractor for the Work, together with all costs reasonably incurred by CHH to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority CHH will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority CHH as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority CHH incurs or mitigates its damages, and that Contracting Authority CHH shall not have any obligation to mitigate any such damages. (d) If Contracting Authority CHH fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 3 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority HHS drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Datedate hereof: (i) Project Co shall deliver to Contracting Authority HHS the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority HHS shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If (i) Project Co fails to deliver to Contracting Authority HHS any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the date hereof (other than as a direct result of a breach by HHS of its obligations under Section 2.3(b)(ii)) and HHS does not waive such requirement, or (ii) Financial Close does not occur by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority HHS of its obligations under Section 2.3(b)(ii)) and Contracting Authority does not waive such requirement), Contracting Authority HHS will be entitled to draw on the Standby Letter of Credit and Credit, in full or in part, to retain the proceeds thereof as liquidated damages, damages and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority HHS will suffer as a result of the happening of the specified event and would be difficult or impossible to quantify such damages upon the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority HHS as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority HHS incurs or mitigates its damages, and that Contracting Authority HHS shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following written instruction from IO at Financial Close, pay the Design and Bid Fee amount plus, for clarity, any applicable HST to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals), as directed by IO. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such change. (d.1) On Financial Close, Project Co shall pay the Early Works Reimbursement Fee plus, for clarity, any applicable HST to HHS or as HHS may direct. (e) If HHS fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date date hereof (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority SMH drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority SMH the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority SMH shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority SMH any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority SMH of its obligations under Section 2.3(b)(ii)) and Contracting Authority SMH does not waive such requirement, Contracting Authority SMH will be entitled to draw on the Standby Letter of Credit immediately and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that SMH is able to obtain from another contractor for the Works, together with all costs reasonably incurred by SMH to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority SMH will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority SMH as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority SMH incurs or mitigates its damages, and that Contracting Authority SMH shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following the receipt of written instructions from SMH given on or after Financial Close, pay the Design and Bid Fee amount plus, for clarity, any applicable HST, to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals) as directed by SMH. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such change. (e) If SMH fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. ‌ (a) No later than 30 days prior Prior to the Financial Close Target DateClose, Project Co will shall deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 3 - Completion DocumentsDocuments to STEGH in order to give STEGH a reasonable opportunity to review such documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority STEGH the documents referred to in Section 1 of Schedule 2 3 - Completion Documents; andand‌ (ii) Contracting Authority STEGH shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 3 - Completion Documents.Documents.‌ (c) If Project Co fails to deliver to Contracting Authority STEGH any of the documents referred to in Section 1 of Schedule 2 3 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority STEGH of its obligations under Section 2.3(b)(ii)) and Contracting Authority STEGH does not waive such requirement, Contracting Authority STEGH will be entitled to draw on the Standby Letter of Credit and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that STEGH is able to obtain from another contractor for the Work, together with all costs reasonably incurred by STEGH to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority STEGH will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority STEGH as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority STEGH incurs or mitigates its damages, and that Contracting Authority STEGH shall not have any obligation to mitigate any such damages. (d) If Contracting Authority STEGH fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 3 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. ‌ (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority the College drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the College the documents referred to in Section 1 of Schedule 2 - Completion Documents; andand‌ (ii) Contracting Authority the College shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents.Documents.‌ (c) If Project Co fails to deliver to Contracting Authority the College any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority the College of its obligations under Section 2.3(b)(ii)) and Contracting Authority the College does not waive such requirement, Contracting Authority the College will be entitled to draw on the Standby Letter of Credit immediately and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that the College is able to obtain from another contractor for the Works, together with all costs reasonably incurred by the College to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority the College will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority the College as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority the College incurs or mitigates its damages, and that Contracting Authority the College shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following the receipt of written instructions from the College given on or after Financial Close, pay the Design and Bid Fee amount plus, for clarity, any applicable HST, to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals) as directed by the College. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such reduction. (e) If the College fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. ‌ (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the documents referred to in Section 1 of Schedule 2 - Completion Documents; andand‌ (ii) Contracting Authority shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents.Documents.‌ (c) If Project Co fails to deliver to Contracting Authority any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of its obligations under Section 2.3(b)(ii)) and Contracting Authority does not waive such requirement, Contracting Authority will be entitled to draw on the Standby Letter of Credit immediately and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority incurs or mitigates its damages, and that Contracting Authority shall not have any obligation to mitigate any such damages. (d) If Contracting Authority fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of its obligations under Section 2.3(b)(ii)) and Contracting Authority does not waive such requirement, Contracting Authority will be entitled to draw on the Standby Letter of Credit and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the total of all costs reasonably incurred by Contracting Authority to procure and enter into binding agreements with another person or party to undertake the Project, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority incurs or mitigates its damages, and that Contracting Authority shall not have any obligation to mitigate any such damages. (d) If Contracting Authority fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority SJHC drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Datedate hereof: (i) Project Co shall deliver to Contracting Authority SJHC the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority SJHC shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If (i) Project Co fails to deliver to Contracting Authority SJHC any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the date hereof (other than as a direct result of a breach by SJHC of its obligations under Section 2.3(b)(ii)) and SJHC does not waive such requirement, or (ii) Financial Close does not occur by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority SJHC of its obligations under Section 2.3(b)(ii)) and Contracting Authority does not waive such requirement), Contracting Authority SJHC will be entitled to draw on the Standby Letter of Credit and Credit, in full or in part, to retain the proceeds thereof as liquidated damages, damages and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority SJHC will suffer as a result of the happening of the specified event and would be difficult or impossible to quantify such damages upon the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority SJHC as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority SJHC incurs or mitigates its damages, and that Contracting Authority SJHC shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following written instruction from Infrastructure Ontario on or after Financial Close, pay the Design and Bid Fee amount plus, for clarity, any applicable HST to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals), as directed by Infrastructure Ontario. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such change. (e) If SJHC fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date date hereof (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority any of the documents referred to in Section 1 of Schedule 2 - – Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of its obligations under Section 2.3(b)(ii)2 of Schedule 2 – Completion Documents) and Contracting Authority does not waive such requirement, Contracting Authority will be entitled to draw on the Standby Letter of Credit immediately and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority incurs or mitigates its damages, and that Contracting Authority shall not have any obligation to mitigate any such damages. (db) If Contracting Authority fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)1 of Schedule 2 – Completion Documents) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice having immediate effect. (c) Project Co shall deliver to Contracting Authority each of the items referred to in Section 3 of Schedule 2 – Completion Documents by the applicable date set out in such Section.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority NHS drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority NHS the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority NHS shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority NHS any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority NHS of its obligations under Section 2.3(b)(ii)) and Contracting Authority NHS does not waive such requirement, Contracting Authority NHS will be entitled to draw on the Standby Letter of Credit and Credit, to retain the proceeds thereof as liquidated damagesextent not already drawn, in full or in part, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority NHS will suffer as a result of the happening of the specified event and would be difficult or impossible to quantify upon the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority NHS as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority NHS incurs or mitigates its damages, and that Contracting Authority NHS shall not have any obligation to mitigate any such damages. (d) If Contracting Authority NHS fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit or any amount drawn under the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority the College drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the College the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority the College shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority the College any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority the College of its obligations under Section 2.3(b)(ii)) and Contracting Authority the College does not waive such requirement, Contracting Authority the College will be entitled to draw on the Standby Letter of Credit immediately and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that the College is able to obtain from another contractor for the Works, together with all costs reasonably incurred by the College to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority the College will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority the College as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority the College incurs or mitigates its damages, and that Contracting Authority the College shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following the receipt of written instructions from the College given on or after Financial Close, pay the Design and Bid Fee amount plus, for clarity, any applicable HST, to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals) as directed by the College. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such reduction. (e) If the College fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority IO drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority IO the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority IO shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority IO any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority IO of its obligations under Section 2.3(b)(ii)) and Contracting Authority IO does not waive such requirement, Contracting Authority IO will be entitled to draw on the Standby Letter of Credit and Credit, in full or in part, to retain the proceeds thereof as liquidated damages, damages and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority IO will suffer as a result of the happening of the specified event and it would be difficult or impossible to quantify such damages upon the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority IO as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority IO incurs or mitigates its damages, and that Contracting Authority IO shall not have any obligation to mitigate any such damages. (d) If Contracting Authority IO fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority JBH drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Datedate of this Project Agreement: (i) Project Co shall deliver to Contracting Authority JBH the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority JBH shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority JBH any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by: (i) the date of this Project Agreement (other than as a direct result of a breach by JBH of its obligations under Section 2.3(b)(ii)) and JBH does not waive such requirement, or (ii) Financial Close does not occur by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of JBH of its obligations under Section 2.3(b)(ii)) and Contracting Authority does not waive such requirement), Contracting Authority JBH will be entitled to draw on the Standby Letter of Credit immediately and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that JBH is able to obtain from another contractor for the Works, together with all costs reasonably incurred by JBH to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority JBH will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority JBH as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority JBH incurs or mitigates its damages, and that Contracting Authority JBH shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following the receipt of written instructions from JBH given on or after Financial Close, pay the Design and Bid Fee amount plus, for clarity, any applicable HST, to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals) as directed by JBH. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such change. (e) If JBH fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date date of this Project Agreement (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority the College drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the College the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority the College shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority the College any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority the College of its obligations under Section 2.3(b)(ii)) and Contracting Authority the College does not waive such requirement, Contracting Authority the College will be entitled to draw on the Standby Letter of Credit immediately and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that the College is able to obtain from another contractor for the Works, together with all costs reasonably incurred by the College to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority the College will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority the College as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority the College incurs or mitigates its damages, and that Contracting Authority the College shall not have any obligation to mitigate any such damages. (d) Intentionally deleted. (e) If Contracting Authority the College fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority HRRH drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority HRRH the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority HRRH shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority HRRH any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority HRRH of its obligations under Section 2.3(b)(ii)) and Contracting Authority HRRH does not waive such requirement, Contracting Authority HRRH will be entitled to draw on the Standby Letter of Credit and Credit, in full or in part, to retain the proceeds thereof as liquidated damages, damages and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority HRRH will suffer as a result of the happening of the specified event and would be difficult or impossible to quantify such damages upon the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority HRRH as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority HRRH incurs or mitigates its damages, and that Contracting Authority HRRH shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following written instruction from IO at Financial Close, pay the Design and Bid Fee amount plus, for clarity, any applicable HST to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals), as directed by IO. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such change. (e) If HRRH fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority HMQ drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority HMQ the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority HMQ shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority HMQ any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority HMQ of its obligations under Section 2.3(b)(ii)) and Contracting Authority HMQ does not waive such requirement, Contracting Authority HMQ will be entitled to draw on the Standby Letter of Credit and to retain the proceeds thereof as liquidated damagesCredit, in full or in part, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority HMQ will suffer as a result of the happening of the specified event and it would be difficult or impossible to quantify such damages upon the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority HMQ as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority HMQ incurs or mitigates its damages, and that Contracting Authority HMQ shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following written instructions from HMQ, pay the Design and Bid Fee amount plus any applicable HST to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals) as directed by HMQ. (e) If Contracting Authority HMQ fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority CAMH drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority CAMH the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority CAMH shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority CAMH any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority CAMH of its obligations under Section 2.3(b)(ii)) and Contracting Authority CAMH does not waive such requirement, Contracting Authority CAMH will be entitled to draw on the Standby Letter of Credit and to retain the proceeds thereof as liquidated damagesCredit, in full or in part, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority CAMH will suffer as a result of the happening of the specified event and would be difficult or impossible to quantify upon the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority CAMH as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority CAMH incurs or mitigates its damages, and that Contracting Authority CAMH shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following written instruction from Infrastructure Ontario at Financial Close, pay the Design and Bid Fee amount plus GST to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals), as directed by Infrastructure Ontario. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such change. (e) If CAMH fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of its obligations under obligation to deliver to Project Co the documents referred to in Section 2.3(b)(ii)2 of Schedule 2 – Completion Documents) and Contracting Authority does not waive such requirement, Contracting Authority will be entitled to draw on the Standby Letter of Credit immediately and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority incurs or mitigates its damages, and that Contracting Authority shall not have any obligation to mitigate any such damages. (db) If Contracting Authority fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - – Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under obligation to deliver to Contracting Authority the documents referred to in Section 2.3(b)(i)1 of Schedule 2 – Completion Documents) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice having immediate effect. (c) Project Co shall deliver to Contracting Authority each of the items referred to in Section 3 of Schedule 2 – Completion Documents by the date set out in such Section.

Financial Close. ‌ (a) No later than 30 days prior Prior to the Financial Close Target DateClose, Project Co will shall deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 3 - Completion DocumentsDocuments to THP in order to give THP a reasonable opportunity to review such documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority THP the documents referred to in Section 1 of Schedule 2 3 - Completion Documents; andand‌ (ii) Contracting Authority THP shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 3 - Completion Documents.Documents.‌ (c) If Project Co fails to deliver to Contracting Authority THP any of the documents referred to in Section 1 of Schedule 2 3 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority THP of its obligations under Section 2.3(b)(ii)) and Contracting Authority THP does not waive such requirement, Contracting Authority THP will be entitled to draw on the Standby Letter of Credit and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that THP is able to obtain from another contractor for the Work, together with all costs reasonably incurred by THP to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority THP will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority THP as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority THP incurs or mitigates its damages, and that Contracting Authority THP shall not have any obligation to mitigate any such damages. (d) If Contracting Authority THP fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 3 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority the City drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the date of Financial Close Target DateClose: (i) Project Co shall deliver to Contracting Authority the City the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority the City shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority the City any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the date of Financial Close Target Date (other than as a direct result of a breach by Contracting Authority the City of its obligations under Section 2.3(b)(ii)) and Contracting Authority the City does not waive such requirement, Contracting Authority the City will be entitled to draw on the Standby Letter of Credit and to retain the proceeds thereof as liquidated damages, damages and may terminate this Project Agreement in its entirety by written Notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority the City will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority the City as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority the City incurs or mitigates its damages, and that Contracting Authority the City shall not have any obligation to mitigate any such damages. (d) If Contracting Authority the City fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the date of Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority WCH drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority WCH the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority WCH shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority WCH any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority WCH of its obligations under Section 2.3(b)(ii)) and Contracting Authority WCH does not waive such requirement, Contracting Authority WCH will be entitled to draw on the Standby Letter of Credit and Credit, in full or in part, to retain the proceeds thereof as liquidated damages, damages and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority WCH will suffer as a result of the happening of the specified event and would be difficult or impossible to quantify such damages upon the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority WCH as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority WCH incurs or mitigates its damages, and that Contracting Authority WCH shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following written instruction from IO at Financial Close, pay the Design and Bid Fee amount plus, for clarity, any applicable HST to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals), as directed by IO. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such change. (e) If WCH fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority HMQ drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority HMQ the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority HMQ shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority HMQ any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority HMQ of its obligations under Section 2.3(b)(ii)) and Contracting Authority HMQ does not waive such requirement, Contracting Authority HMQ will be entitled to draw on the Standby Letter of Credit immediately and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that HMQ is able to obtain from another contractor for the Works, together with all costs reasonably incurred by HMQ to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority HMQ will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority HMQ as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority HMQ incurs or mitigates its damages, and that Contracting Authority HMQ shall not have any obligation to mitigate any such damages. (d) As contemplated under Section 10.3.2 of the Request for Proposals, Project Co shall, no later than 10 days following the receipt of written instructions from HMQ given on or after Financial Close, pay the Design and Bid Fee amount plus, for clarity, any applicable HST, to each of the eligible unsuccessful Proponents (as that term is defined in the Request for Proposals) as directed by HMQ. If Contracting Authority Project Co is directed to pay the Design and Bid Fee to fewer than two Proponents, then Project Co shall revise the Financial Model prior to Financial Close to reflect such reduction. (e) If HMQ fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority the Ministry drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority the Ministry the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) Contracting Authority the Ministry shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority the Ministry any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority the Ministry of its obligations under Section 2.3(b)(ii)) and Contracting Authority the Ministry does not waive such requirement, Contracting Authority the Ministry will be entitled to draw on the Standby Letter of Credit and Credit, in full or in part, to retain the proceeds thereof as liquidated damages, damages and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty penalty, but represent a genuine and reasonable pre-pre- estimate of the damages that Contracting Authority the Ministry will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority the Ministry as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority the Ministry incurs or mitigates its damages, and that Contracting Authority the Ministry shall not have any obligation to mitigate any such damages. (d) If Contracting Authority the Ministry fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior Prior to the Financial Close Target DateClose, Project Co will shall deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 3 - Completion DocumentsDocuments to CMH in order to give CMH a reasonable opportunity to review such documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority CMH the documents referred to in Section 1 of Schedule 2 3 - Completion Documents; and (ii) Contracting Authority CMH shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 3 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority CMH any of the documents referred to in Section 1 of Schedule 2 3 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority CMH of its obligations under Section 2.3(b)(ii)) and Contracting Authority CMH does not waive such requirement, Contracting Authority CMH will be entitled to draw on the Standby Letter of Credit and to retain the lesser of (A) the full amount of the Standby Letter of Credit, and (B) the difference between the Guaranteed Price and the price that CMH is able to obtain from another contractor for the Work, together with all costs reasonably incurred by CMH to enter into binding agreements with such other contractor, and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority CMH will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority CMH as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority CMH incurs or mitigates its damages, and that Contracting Authority CMH shall not have any obligation to mitigate any such damages. (d) If Contracting Authority CMH fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 3 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority Xxxxx drafts of all documents referred to in Section 1 of Schedule 2 - – Completion Documents. (b) On or before the Financial Close Target Date: (i) Project Co shall deliver to Contracting Authority Osler the documents referred to in Section 1 of Schedule 2 - – Completion Documents; and (ii) Contracting Authority Xxxxx shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - – Completion Documents. (c) If Project Co fails to deliver to Contracting Authority Osler any of the documents referred to in Section 1 of Schedule 2 - – Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority Xxxxx of its obligations under Section 2.3(b)(ii)) and Contracting Authority Xxxxx does not waive such requirement, Contracting Authority Xxxxx will be entitled to draw on the Standby Letter of Credit and Credit, in full or in part, to retain the proceeds thereof as liquidated damages, damages and may terminate this Project Agreement in its entirety by written Notice notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority Xxxxx will suffer as a result of the happening of the specified event and would be difficult or impossible to quantify such damages upon the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority Xxxxx as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority Osler incurs or mitigates its damages, and that Contracting Authority Xxxxx shall not have any obligation to mitigate any such damages. (d) If Contracting Authority Xxxxx fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - – Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice notice having immediate effect.

Financial Close. (a) No later than 30 days prior to the Financial Close Target Date, Project Co will deliver to Contracting Authority drafts of all documents referred to in Section 1 of Schedule 2 - Completion Documents. (b) On or before the Financial Close Target Date: (i) : Project Co shall deliver to Contracting Authority the documents referred to in Section 1 of Schedule 2 - Completion Documents; and (ii) and Contracting Authority shall deliver to Project Co the documents referred to in Section 2 of Schedule 2 - Completion Documents. (c) If Project Co fails to deliver to Contracting Authority any of the documents referred to in Section 1 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Contracting Authority of its obligations under Section 2.3(b)(ii)) and Contracting Authority does not waive such requirement, Contracting Authority will be entitled to draw on the Standby Letter of Credit and to retain the proceeds thereof as liquidated damages, and may terminate this Project Agreement in its entirety by written Notice having immediate effect. The Parties agree that such liquidated damages are not a penalty but represent a genuine and reasonable pre-estimate of the damages that Contracting Authority will suffer as a result of the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by Contracting Authority as a result of Project Co not achieving Financial Close. The Parties agree that such liquidated damages shall be payable whether or not Contracting Authority incurs or mitigates its damages, and that Contracting Authority shall not have any obligation to mitigate any such damages. (d) If Contracting Authority fails to deliver to Project Co any of the documents referred to in Section 2 of Schedule 2 - Completion Documents by the Financial Close Target Date (other than as a direct result of a breach by Project Co of its obligations under Section 2.3(b)(i)) and Project Co does not waive such requirement, Project Co will be entitled to the return of the Standby Letter of Credit and to terminate this Project Agreement in its entirety by written Notice having immediate effect.