Common use of Lender May Assume Responsibility Clause in Contracts

Lender May Assume Responsibility. As between the Lender and the Province, the Lender may at any time, except to the extent that its right to do so is restricted by a communication to the Province made jointly by the Lender and the Contractor, by notice to the Province assume direct responsibility for carrying out all of the obligations of the Contractor under the DBFO Agreement (and upon notice of such assumption, be entitled to all benefits and rights of the Contractor thereunder). In that event, the Lender may (either concurrently with or subsequent to such assumption) assign all rights and obligations under the DBFO Agreement to a Suitable Substitute Contractor, but only if: (a) the Suitable Substitute Contractor assumes all obligations of the Contractor under the DBFO Agreement, by an assumption agreement among the Contractor, the Province and the Suitable Substitute Contractor, in a form prepared by the Suitable Substitute Contractor or the Lender and acceptable to the Province, acting reasonably; (b) all external expenses reasonably incurred by the Province in reviewing the assumption agreement contemplated by Section 2.8(a) and in carrying out reasonable due diligence in relation to Section 2.8(a) are paid by the proposed Suitable Substitute Contractor or the Lender; and (c) all Defaults by the Contractor under the DBFO Agreement having been cured or, in the case of Incurable Defaults, mitigated as contemplated by section 16.8(n)(iii) of the DBFO Agreement or, in either case, the Lender having made arrangements satisfactory to the Province, acting reasonably, for the Suitable Substitute Contractor to use diligent efforts to effect such cure or such mitigation, and if such conditions are met, the Lender shall not, following such assignment, have any liability or obligation to the Province under or in relation to the DBFO Agreement. In assessing whether or not to exercise its rights under this Section 2.8, the Lender shall have regard in the first instance to information it obtains from the Contractor, provided that: (d) if the Lender, despite its prudent and commercially reasonable measures to obtain from the Contractor pertinent information relative to the DBFO Agreement, is unable to obtain such information or reasonably concludes that such information may be unreliable, the Lender may request the Province to: (i) confirm information provided by the Contractor; or (ii) supply information not provided by the Contractor; (e) upon receipt of a request from the Lender under Section 2.8(d), the Province shall as soon as is practicable respond to the request for information to the extent that the information sought is known by or reasonably available to the Province; and (f) the Province shall not incur any liability or obligation to the Lender in respect of information supplied or confirmed to the Lender under Section 2.8(e), except to the extent that the Province knew or ought to have known that the information supplied or confirmed was incorrect or misleading.

Lender May Assume Responsibility. As between the Lender and the Province, the Lender may at any time, except to the extent that its right to do so is restricted by a communication to the Province made jointly by the Lender and the Contractor, by notice to the Province assume direct responsibility for carrying out all of the obligations of the Contractor under the DBFO DBFM Agreement (and upon notice of such assumption, be entitled to all benefits and rights of the Contractor thereunder). In that event, the Lender may (either concurrently with or subsequent to such assumption) assign all rights and obligations under the DBFO DBFM Agreement to a Suitable Substitute Contractor, but only if: (a) the Suitable Substitute Contractor assumes all obligations of the Contractor under the DBFO DBFM Agreement, by an assumption agreement among the Contractor, the Province and the Suitable Substitute Contractor, in a form prepared by the Suitable Substitute Contractor or the Lender and acceptable to the Province, acting reasonably; (b) all external expenses reasonably incurred by the Province in reviewing the assumption agreement contemplated by Section 2.8(a) and in carrying out reasonable due diligence in relation to Section 2.8(a) are paid by the proposed Suitable Substitute Contractor or the Lender; and (c) all Defaults by the Contractor under the DBFO DBFM Agreement having been cured or, in the case of Incurable Defaults, mitigated as contemplated by section 16.8(n)(iii16.8(o)(iii) of the DBFO DBFM Agreement or, in either case, the Lender having made arrangements satisfactory to the Province, acting reasonably, for the Suitable Substitute Contractor to use diligent efforts to effect such cure or such mitigation, and if such conditions are met, the Lender shall not, following such assignment, have any liability or obligation to the Province under or in relation to the DBFO DBFM Agreement. In assessing whether or not to exercise its rights under this Section 2.8, the Lender shall have regard in the first instance to information it obtains from the Contractor, provided that: (d) if the Lender, despite its prudent and commercially reasonable measures to obtain from the Contractor pertinent information relative to the DBFO DBFM Agreement, is unable to obtain such information or reasonably concludes that such information may be unreliable, the Lender may request the Province to: (i) confirm information provided by the Contractor; or (ii) supply information not provided by the Contractor; (e) upon receipt of a request from the Lender under Section 2.8(d), the Province shall as soon as is practicable respond to the request for information to the extent that the information sought is known by or reasonably available to the Province; and (f) the Province shall not incur any liability or obligation to the Lender in respect of information supplied or confirmed to the Lender under Section 2.8(e), except to the extent that the Province knew or ought to have known that the information supplied or confirmed was incorrect or misleading.

Lender May Assume Responsibility. As between the Lender and the Province, the Lender may at any time, except to the extent that its right to do so is restricted by a communication to the Province made jointly by the Lender and the Contractor, by notice to the Province assume direct responsibility for carrying out all of the obligations of the Contractor under the DBFO Agreement (and upon notice of such assumption, be entitled to all benefits and rights of the Contractor thereunder). In that event, the Lender may (either concurrently with or subsequent to such assumption) assign all rights and obligations under the DBFO Agreement to a Suitable Substitute Contractor, but only if: (a) the Suitable Substitute Contractor assumes all obligations of the Contractor under the DBFO Agreement, by an assumption agreement among the Contractor, the Province and the Suitable Substitute Contractor, in a form prepared by the Suitable Substitute Contractor or the Lender and acceptable to the Province, acting reasonably; (b) all external expenses reasonably incurred by the Province in reviewing the assumption agreement contemplated by Section section 2.8(a) and in carrying out reasonable due diligence in relation to Section section 2.8(a) are paid by the proposed Suitable Substitute Contractor or the Lender; and (c) all Defaults defaults by the Contractor under the DBFO Agreement having been cured or, in the case of Incurable Defaults, mitigated as contemplated by section Section 16.8(n)(iii) of the DBFO Agreement or, in either case, the Lender having made arrangements satisfactory to the Province, acting reasonably, for the Suitable Substitute Contractor to use diligent efforts to effect such cure or such mitigation, and if such conditions are met, the Lender shall not, following such assignment, have any liability or obligation to the Province under or in relation to the DBFO Agreement. In assessing whether or not to exercise its rights under this Section section 2.8, the Lender shall have regard in the first instance to information it obtains from the Contractor, provided that: (d) if the Lender, despite its prudent and commercially reasonable measures to obtain from the Contractor pertinent information relative to the DBFO Agreement, is unable to obtain such information or reasonably concludes that such information may be unreliable, the Lender may request the Province to: (i) confirm information provided by the Contractor; or (ii) supply information not provided by the Contractor; (e) upon receipt of a request from the Lender under Section Subsection 2.8(d), the Province shall as soon as is practicable respond to the request for information to the extent that the information sought is known by or reasonably available to the Province; and (f) the Province shall not incur any liability or obligation to the Lender in respect of information supplied or confirmed to the Lender under Section Subsection 2.8(e), except to the extent that the Province knew or ought to have known that the information supplied or confirmed was incorrect or misleading.

Lender May Assume Responsibility. As between the Lender and the Province, the The Lender may at any time, except to the extent that its right to do so is restricted by a communication to the Province made jointly by the Lender and the Contractor, by notice to the Province assume direct responsibility for carrying out all of the obligations of the Contractor under the DBFO Agreement (and upon notice of such assumption, be entitled to all benefits and rights of the Contractor thereunder)Agreement. In that event, the Lender may (either concurrently with or subsequent to such assumption) assign all rights and obligations under the DBFO Agreement to a Suitable Substitute Contractor, but third party only if: (a) the Suitable Substitute proposed assignee has the financial capability, reputation, expertise, resources and abilities necessary to perform the obligations of the Contractor under the DBFO Agreement, as determined by the Province, acting reasonably; (b) the proposed assignee assumes all obligations of the Contractor under the DBFO Agreement, by an assumption agreement among the Contractor, the Province and the Suitable Substitute Contractorassignee, in a form prepared by the Suitable Substitute Contractor assignee or the Lender and acceptable to the Province, acting reasonably; (bc) all external expenses reasonably incurred by the Province in reviewing the assumption agreement contemplated by Section 2.8(aclause (b) and in carrying out reasonable due diligence in relation to Section 2.8(aclause (a) are paid by the proposed Suitable Substitute Contractor assignee or the Lender; and (cd) all Defaults defaults by the Contractor under the DBFO Agreement having been cured or, in the case of Incurable Defaults, mitigated as contemplated by section Section 16.8(n)(iii) of the DBFO Agreement or, in either case, the Lender having made arrangements satisfactory to the Province, acting reasonably, for the Suitable Substitute Contractor to use diligent efforts to effect such cure or such mitigation, and if such conditions are met, the Lender shall not, following such assignment, have any liability or obligation to the Province under or in relation to the DBFO Agreement. In assessing whether or not to exercise its rights under this Section 2.8section, the Lender shall have regard in the first instance to information it obtains from the Contractor, provided that: (de) if the Lender, despite its prudent and commercially reasonable measures to obtain from the Contractor pertinent information relative to the DBFO Agreement, is unable to obtain such information or reasonably concludes that such information may be unreliable, the Lender may request the Province to: (i) confirm information provided by the Contractor; or (ii) supply information not provided by the Contractor; (ef) upon receipt of a request from the Lender under Section 2.8(dclause (e), the Province shall as soon as is practicable respond to the request for information to the extent that the information sought is known by or reasonably available to the Province; and (fg) the Province shall not incur any liability or obligation to the Lender in respect of information supplied or confirmed to the Lender under Section 2.8(eclause (f), except to the extent that the Province knew or ought to have known that the information supplied or confirmed was incorrect or misleading; and if such conditions are met, the Lender shall not, following such assignment, have any liability or obligation to the Province under or in relation to the DBFO Agreement.