Common use of Lender's Option Upon Termination Clause in Contracts

Lender's Option Upon Termination. If the Province, after duly affording the Lender the opportunity required by section 2.11 to cure the Default, terminates the DBFO Agreement by notice to the Contractor and the Lender, then the Lender may, within five Business Days of receiving notice of the termination, require the Province to enter into a new DBFO Agreement directly with the Lender (or, if the Lender is a collective, any member of the collective designated by the collective for that purpose) on the same terms (and having the same remaining Term) as the DBFO Agreement, with the intent being that the novation of the DBFO Agreement will place the Province in the same position as if the DBFO Agreement had not been terminated. In that event: (a) the Lender (or the above contemplated designate, as the case may be) shall forthwith cure all existing Defaults of the Contractor (or, in the case of an Incurable Default, mitigate as contemplated by Section 16.8(n)(iii) of the DBFO Agreement); (b) no Termination Payment shall be payable by the Province; and (c) the Lender (or the above contemplated designate, as the case may be) may at any time thereafter, subject to the same terms and conditions as set out in sections 2.8(a) and (b), assign all of its rights and obligations under the new DBFO Agreement to a Suitable Substitute Contractor. Following the assignment referred to in section 2.12(c), the Lender (or the above contemplated designate, as the case may be) shall be released from all liabilities and obligations to the Province under or in relation to the DBFO Agreement and the new DBFO Agreement. In order to give effect to this option, no Termination Payment arising upon termination of the DBFO Agreement under Section 17.2(a) of the DBFO Agreement shall become payable until after five Business Days following the effective date of termination.

Lender's Option Upon Termination. If the Province, after duly affording the Lender the opportunity required by section Section 2.11 to cure the DefaultDefault or the subsisting grounds that gave rise to a Termination Event specified in Section 2.11 or giving the Lender notice of the occurrence of certain Termination Events, as applicable, terminates the DBFO DBFM Agreement pursuant to section 17.2(a) of the DBFM Agreement by notice to the Contractor and the Lender, then the Lender may, within five Business Days 45 days of receiving notice of the termination, require the Province to enter into a new DBFO DBFM Agreement (the “New DBFM Agreement”) directly with the Lender (or, if the Lender is a collective, any member of the collective designated by the collective for that purpose) Representative on the same terms (and having the same remaining Term) as the DBFO DBFM Agreement except as stated otherwise in this Agreement, with the intent being that the novation of the DBFO DBFM Agreement will place the Province in the same position as if the DBFO DBFM Agreement had not been terminated. In that event: (a) the Lender (or the above contemplated designate, as the case may be) Representative shall forthwith cure all existing Defaults of the Contractor as soon as reasonably practicable (or, in the case of an Incurable Default, mitigate as contemplated by Section 16.8(n)(iiisection 16.8(o)(iii) of the DBFO DBFM Agreement); (b) no Termination Payment shall be payable by the Province; andProvince in respect of the DBFM Agreement being terminated; (c) if the Lender (or the above contemplated designate, as the case may be) may at any time thereafter, subject Termination Event that gave rise to the same terms New DBFM Agreement was a Termination Event pursuant to section 16.8(g) of the DBFM Agreement, then section 16.8(g) shall be deleted and conditions not included as a term of the New DBFM Agreement. If the Termination Event that gave rise to the New DBFM Agreement was a Termination Event pursuant to section 16.8(h) of the DBFM Agreement, then the date set out forth in section 16.8(h) of the New DBFM Agreement shall be February 1, 2025. If the Termination Event that gave rise to the New DBFM Agreement was a Termination Event pursuant to section 16.8(i) or (j) of the DBFM Agreement, then the deadline date set forth in sections 2.8(a16.8(i) and (b), assign all of its rights and obligations under the new DBFO Agreement to a Suitable Substitute Contractor. Following the assignment referred to in section 2.12(c), the Lender (or the above contemplated designate, as the case may be) shall be released from all liabilities and obligations to the Province under or in relation to the DBFO Agreement and the new DBFO Agreement. In order to give effect to this option, no Termination Payment arising upon termination of the DBFO Agreement under Section 17.2(aj) of the DBFO New DBFM Agreement shall become payable until after five Business Days following be May 31, 2026. If the effective date Termination Event that gave rise to the New DBFM Agreement was a Termination Event pursuant to section 16.8(l) or 16.8(m) of termination.the DBFM Agreement, then none of the subsisting factual grounds for termination in respect of the DBFM Agreement being terminated (including Payment Adjustments) caused by the Contractor under the DBFM Agreement shall apply to the New DBFM Agreement; (d) the Province, the Lender, and the Contractor all acknowledge that this Agreement has been cancelled upon the entering into of the New DBFM Agreement and this Section 2.12 of this Agreement shall be deleted and not included in any Direct Lender Agreement entered into under section

Lender's Option Upon Termination. If the Province, after duly affording the Lender the opportunity required by section Section 2.11 to cure the DefaultDefault or the subsisting grounds that gave rise to a Termination Event specified in Section 2.11 or giving the Lender notice of the occurrence of certain Termination Events, as applicable, terminates the DBFO DBFM Agreement pursuant to section 17.2(a) of the DBFM Agreement by notice to the Contractor and the Lender, then the Lender may, within five Business Days 45 days of receiving notice of the termination, require the Province to enter into a new DBFO DBFM Agreement (the “New DBFM Agreement”) directly with the Lender (or, if the Lender is a collective, any member of the collective designated by the collective for that purpose) Representative on the same terms (and having the same remaining Term) as the DBFO DBFM Agreement except as stated otherwise in this Agreement, with the intent being that the novation of the DBFO DBFM Agreement will place the Province in the same position as if the DBFO DBFM Agreement had not been terminated. In that event: (a) the Lender (or the above contemplated designate, as the case may be) Representative shall forthwith cure all existing Defaults of the Contractor as soon as reasonably practicable (or, in the case of an Incurable Default, mitigate as contemplated by Section 16.8(n)(iiisection 16.8(o)(iii) of the DBFO DBFM Agreement); (b) no Termination Payment shall be payable by the Province in respect of the DBFM Agreement being terminated; (c) if the Termination Event that gave rise to the New DBFM Agreement was a Termination Event pursuant to section 16.8(g) of the DBFM Agreement, then section 16.8(g) shall be deleted and not included as a term of the New DBFM Agreement. If the Termination Event that gave rise to the New DBFM Agreement was a Termination Event pursuant to section 16.8(h) of the DBFM Agreement, then the date set forth in section 16.8(h) of the New DBFM Agreement shall be March 1, 2015. If the Termination Event that gave rise to the New DBFM Agreement was a Termination Event pursuant to section 16.8(i) or (j) of the DBFM Agreement, then the deadline date set forth in sections 16.8(i) and (j) of the New DBFM Agreement shall be June 30, 2016. If the Termination Event that gave rise to the New DBFM Agreement was a Termination Event pursuant to section 16.8(l) or 16.8(m) of the DBFM Agreement, then none of the subsisting factual grounds for termination in respect of the DBFM Agreement being terminated (including Payment Adjustments) caused by the Contractor under the DBFM Agreement shall apply to the New DBFM Agreement; (d) the Province, the Lender, and the Contractor all acknowledge that this Agreement has been cancelled upon the entering into of the New DBFM Agreement and this Section 2.12 of this Agreement shall be deleted and not included in any Direct Lender Agreement entered into under section 3.2 of the New DBFM Agreement; and (ce) the Lender (or the above contemplated designate, as the case may be) Representative may at any time thereafter, : (i) subject to the same terms and conditions as set out in sections Sections 2.8(a) and (b); and (ii) provided any Defaults by the Representative, as the Contractor under the New DBFM Agreement have been cured or, in the case of Incurable Defaults, mitigated as contemplated by section 16.8(o)(iii) of the DBFM Agreement or, in either case, the Representative having made arrangements satisfactory to the Province, acting reasonably, for the Suitable Substitute Contractor to use diligent efforts to effect such cure or mitigation, assign all of its rights and obligations under the new DBFO New DBFM Agreement to a Suitable Substitute Contractor. Following the assignment referred to in section 2.12(cSection 2.12(e), the Lender (or the above contemplated designate, as the case may be) Representative shall be released from all liabilities and obligations to the Province under or in relation to the DBFO DBFM Agreement and the new DBFO New DBFM Agreement. In order to give effect to this option, no Termination Payment arising upon termination of the DBFO DBFM Agreement under Section section 17.2(a) of the DBFO DBFM Agreement shall become payable until after five Business Days 45 days following the effective date of termination.

Lender's Option Upon Termination. If the Province, after duly affording the Lender the opportunity required by section Section 2.11 to cure the DefaultDefault or the subsisting grounds that gave rise to the Termination Events specified in Section 2.11 or giving the Lender notice of the occurrence of certain Termination Events, as applicable, terminates the DBFO Agreement pursuant to section 17.2(a) of the DBFO Agreement by notice to the Contractor and the Lender, then the Lender may, within five Business Days 45 days of receiving notice of the termination, require the Province to enter into a new DBFO Agreement (the “New DBFO Agreement”) directly with the Lender (or, if the Lender is a collective, any member of the collective designated by the collective for that purpose) Representative on the same terms (and having the same remaining Term) as the DBFO Agreement except as stated otherwise in this Agreement, with the intent being that the novation of the DBFO Agreement will place the Province in the same position as if the DBFO Agreement had not been terminated. In that event: (a) the Lender (or the above contemplated designate, as the case may be) Representative shall forthwith cure all existing Defaults of the Contractor as soon as reasonably practicable (or, in the case of an Incurable Default, mitigate as contemplated by Section section 16.8(n)(iii) of the DBFO Agreement); (b) no Termination Payment shall be payable by the Province; andProvince in respect of the DBFO Agreement being terminated; (c) if the Lender (or the above contemplated designate, as the case may be) may at any time thereafter, subject Termination Event that gave rise to the same terms and conditions as set out in sections 2.8(a) and (b), assign all of its rights and obligations under the new New DBFO Agreement was a Termination Event pursuant to a Suitable Substitute Contractor. Following section 16.8(g)(i) of the assignment referred to in DBFO Agreement, then section 2.12(c), the Lender (or the above contemplated designate, as the case may be16.8(g)(i) shall be released from all liabilities deleted and obligations to not included as a term of the Province under or in relation to the DBFO Agreement and the new New DBFO Agreement. In order If the Termination Event that gave rise to give effect the New DBFO Agreement was a Termination Event pursuant to this optionsection 16.8(g)(ii) of the DBFO Agreement, no Termination Payment arising upon termination then the date set forth in section 16.8(g)(ii) of the New DBFO Agreement shall be the date that is three years after Execution of the DBFO Agreement under Section 17.2(a(for greater clarity, not three years after Execution of the New DBFO Agreement). If the Termination Event that gave rise to the New DBFO Agreement was a Termination Event pursuant to section 16.8(h) or (i) of the DBFO Agreement, then the deadline date set forth in sections 16.8(h) and (i) of the New DBFO Agreement shall become payable until after five Business Days following be October 1, 2018. If the effective date Termination Event that gave rise to the New DBFO Agreement was a Termination Event pursuant to section 16.8(k) or 16.8(l) of termination.the DBFO Agreement, then none of the subsisting factual grounds for termination in respect of the DBFO Agreement being terminated (including Payment Adjustments) caused by the Contractor under the DBFO Agreement shall apply to the New DBFO Agreement; (d) the Province, the Lender, and the Contractor all acknowledge that this Agreement has been cancelled upon the entering into of the New DBFO Agreement and this Section 2.12 of this Agreement shall be deleted and not included in any Direct Lender Agreement entered into under section

Lender's Option Upon Termination. This Section 2.12 shall not apply to a termination of the DBFO Agreement under section 17.2(a) of the DBFO Agreement upon a Termination Event under section 16.8(h) or section 16.8(i) of the DBFO Agreement. If the Province, after duly affording the Lender the opportunity required by section Section 2.11 to cure the DefaultDefault or the subsisting grounds that gave rise to the Termination Events specified in Section 2.11 or giving the Lender notice of the occurrence of certain Termination Events, as applicable, terminates the DBFO Agreement pursuant to section 17.2(a) of the DBFO Agreement by notice to the Contractor and the Lender, then the Lender may, within five Business Days 45 days of receiving notice of the termination, require the Province to enter into a new DBFO Agreement (the “New DBFO Agreement”) directly with the Lender (or, if the Lender is a collective, any member of the collective designated by the collective for that purpose) Representative on the same terms (and having the same remaining Term) as the DBFO Agreement except as stated otherwise in this Agreement, with the intent being that the novation of the DBFO Agreement will place the Province in the same position as if the DBFO Agreement had not been terminated. In that event: (a) the Lender (or the above contemplated designate, as the case may be) Representative shall forthwith cure all existing Defaults of the Contractor as soon as reasonably practicable (or, in the case of an Incurable Default, mitigate as contemplated by Section section 16.8(n)(iii) of the DBFO Agreement); (b) no Termination Payment shall be payable by the Province in respect of the DBFO Agreement being terminated; (c) if the Termination Event that gave rise to the New DBFO Agreement was a Termination Event pursuant to section 16.8(g)(i) of the DBFO Agreement, then section 16.8(g)(i) shall be deleted and not included as a term of the New DBFO Agreement. If the Termination Event that gave rise to the New DBFO Agreement was a Termination Event pursuant to section 16.8(g)(ii) of the DBFO Agreement, then the date set forth in section 16.8(g)(ii) of the New DBFO Agreement shall be the date that is three years after Execution of the DBFO Agreement (for greater clarity, not three years after Execution of the New DBFO Agreement). If the Termination Event that gave rise to the New DBFO Agreement was a Termination Event pursuant to section 16.8(h.1) or (i.1) of the DBFO Agreement, then the deadline date set forth in sections 16.8(h.1) and (i.1) of the New DBFO Agreement shall be October 1, 2023. If the Termination Event that gave rise to the New DBFO Agreement was a Termination Event pursuant to section 16.8(k) or 16.8(l) of the DBFO Agreement, then none of the subsisting factual grounds for termination in respect of the DBFO Agreement being terminated (including Payment Adjustments) caused by the Contractor under the DBFO Agreement shall apply to the New DBFO Agreement; (d) the Province, the Lender, and the Contractor all acknowledge that this Agreement has been cancelled upon the entering into of the New DBFO Agreement and this Section 2.12 of this Agreement shall be deleted and not included in any Direct Lender Agreement entered into under section 3.2 of the New DBFO Agreement; and (ce) the Lender (or the above contemplated designate, as the case may be) Representative may at any time thereafter, : (i) subject to the same terms and conditions as set out in sections Sections 2.8(a) and (b); and (ii) provided any Defaults by the Representative, as the Contractor under the New DBFO Agreement have 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 Representative having made arrangements satisfactory to the Province, acting reasonably, for the Suitable Substitute Contractor to use diligent efforts to effect such cure or mitigation, assign all of its rights and obligations under the new New DBFO Agreement to a Suitable Substitute Contractor. Following the assignment referred to in section 2.12(cSection 2.12(e), the Lender (or the above contemplated designate, as the case may be) Representative shall be released from all liabilities and obligations to the Province under or in relation to the DBFO Agreement and the new New DBFO Agreement. In order to give effect to this option, no Termination Payment arising upon termination of the DBFO Agreement under Section section 17.2(a) of the DBFO Agreement shall become payable until after five Business Days 45 days following the effective date of termination.

Lender's Option Upon Termination. If the Province, after duly affording the Lender the opportunity required by section Section 2.11 to cure the DefaultDefault or the subsisting grounds that gave rise to the Termination Events specified in Section 2.11, if applicable, terminates the DBFO DBFM Agreement pursuant to section 17.2(a) of the DBFM Agreement by notice to the Contractor and the LenderLender and other than for a Termination Event pursuant to section 16.8(i) or 16.8(j) of the DBFM Agreement, then the Lender may, within five Business Days 45 days of receiving notice of the termination, require the Province to enter into a new DBFO DBFM Agreement (the “New DBFM Agreement”) directly with the Lender (or, if the Lender is a collective, any member of the collective designated by the collective for that purpose) Representative on the same terms (and having the same remaining Term) as the DBFO DBFM Agreement except as stated otherwise in this Agreement, with the intent being that the novation of the DBFO DBFM Agreement will place the Province in the same position as if the DBFO DBFM Agreement had not been terminated. In that event: (a) the Lender (or the above contemplated designate, as the case may be) Representative shall forthwith cure all existing Defaults of the Contractor as soon as reasonably practicable (or, in the case of an Incurable Default, mitigate as contemplated by Section 16.8(n)(iiisection 16.8(o)(iii) of the DBFO DBFM Agreement); (b) no Termination Payment shall be payable by the Province in respect of the DBFM Agreement being terminated; (c) if the Termination Event that gave rise to the New DBFM Agreement was a Termination Event pursuant to section 16.8(g) of the DBFM Agreement, then section 16.8(g) shall be deleted and not be included as a term of the New DBFM Agreement. If the Termination Event that gave rise to the New DBFM Agreement was a Termination Event pursuant to section 16.8(h) of the DBFM Agreement, then the date set forth in section 16.8(h) of the New DBFM Agreement shall be March 1, 2013. If the Termination Event that gave rise to the New DBFM Agreement was a Termination Event pursuant to section 16.8(l) or 16.8(m) of the DBFM Agreement, then none of the subsisting factual grounds for termination in respect of the DBFM Agreement being terminated (including Payment Adjustments) caused by the Contractor under the DBFM Agreement shall apply to the New DBFM Agreement; (d) the Province, the Lender, and the Contractor all acknowledge that this Agreement has been cancelled upon the entering into of the New DBFM Agreement and this Section 2.12 of this Agreement shall be deleted and not included in any Direct Lender Agreement entered into under section 3.2 of the New DBFM Agreement; and (ce) the Lender (or the above contemplated designate, as the case may be) Representative may at any time thereafter, : (i) subject to the same terms and conditions as set out in sections Sections 2.8(a) and (b); and (ii) provided any Defaults by the Representative, as the Contractor under the New DBFM Agreement have been cured or, in the case of Incurable Defaults, mitigated as contemplated by section 16.8(o)(iii) of the DBFM Agreement or, in either case, the Representative having made arrangements satisfactory to the Province, acting reasonably, for the Suitable Substitute Contractor to use diligent efforts to effect such cure or mitigation, assign all of its rights and obligations under the new DBFO New DBFM Agreement to a Suitable Substitute Contractor. Following the assignment referred to in section 2.12(cSection 2.12(e), the Lender (or the above contemplated designate, as the case may be) Representative shall be released from all liabilities and obligations to the Province under or in relation to the DBFO DBFM Agreement and the new DBFO New DBFM Agreement. In order to give effect to this option, no Termination Payment arising upon termination of the DBFO DBFM Agreement under Section section 17.2(a) of the DBFO DBFM Agreement shall become payable until after five Business Days 45 days following the effective date of termination. For greater clarity, the Lender does not have the option of requiring the Province to enter into the New DBFM Agreement if the DBFM Agreement was terminated as the result of a Termination Event pursuant to section 16.8(i) or 16.8(j) of the DBFM Agreement.

Lender's Option Upon Termination. If the Province, after duly affording the Lender the opportunity required by section Section 2.11 to cure the DefaultDefault or the subsisting grounds that gave rise to the Termination Events specified in Section 2.11 or giving the Lender notice of the occurrence of certain Termination Events, as applicable, terminates the DBFO Agreement pursuant to section 17.2(a) of the DBFO Agreement by notice to the Contractor and the Lender, then the Lender may, within five Business Days 45 days of receiving notice of the termination, require the Province to enter into a new DBFO Agreement (the “New DBFO Agreement”) directly with the Lender (or, if the Lender is a collective, any member of the collective designated by the collective for that purpose) Representative on the same terms (and having the same remaining Term) as the DBFO Agreement except as stated otherwise in this Agreement, with the intent being that the novation of the DBFO Agreement will place the Province in the same position as if the DBFO Agreement had not been terminated. In that event: (a) the Lender (or the above contemplated designate, as the case may be) Representative shall forthwith cure all existing Defaults of the Contractor as soon as reasonably practicable (or, in the case of an Incurable Default, mitigate as contemplated by Section section 16.8(n)(iii) of the DBFO Agreement); (b) no Termination Payment shall be payable by the Province in respect of the DBFO Agreement being terminated; (c) if the Termination Event that gave rise to the New DBFO Agreement was a Termination Event pursuant to section 16.8(g)(i) of the DBFO Agreement, then section 16.8(g)(i) shall be deleted and not included as a term of the New DBFO Agreement. If the Termination Event that gave rise to the New DBFO Agreement was a Termination Event pursuant to section 16.8(g)(ii) of the DBFO Agreement, then the date set forth in section 16.8(g)(ii) of the New DBFO Agreement shall be the date that is three years after Execution of the DBFO Agreement (for greater clarity, not three years after Execution of the New DBFO Agreement). If the Termination Event that gave rise to the New DBFO Agreement was a Termination Event pursuant to section 16.8(h) or (i) of the DBFO Agreement, then the deadline date set forth in sections 16.8(h) and (i) of the New DBFO Agreement shall be November 1, 2015. If the Termination Event that gave rise to the New DBFO Agreement was a Termination Event pursuant to section 16.8(k) or 16.8(l) of the DBFO Agreement, then none of the subsisting factual grounds for termination in respect of the DBFO Agreement being terminated (including Payment Adjustments) caused by the Contractor under the DBFO Agreement shall apply to the New DBFO Agreement; (d) the Province, the Lender, and the Contractor all acknowledge that this Agreement has been cancelled upon the entering into of the New DBFO Agreement and this Section 2.12 of this Agreement shall be deleted and not included in any Direct Lender Agreement entered into under section 3.2 of the New DBFO Agreement; and (ce) the Lender (or the above contemplated designate, as the case may be) Representative may at any time thereafter, : (i) subject to the same terms and conditions as set out in sections Sections 2.8(a) and (b); and (ii) provided any Defaults by the Representative, as the Contractor under the New DBFO Agreement have 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 Representative having made arrangements satisfactory to the Province, acting reasonably, for the Suitable Substitute Contractor to use diligent efforts to effect such cure or mitigation, assign all of its rights and obligations under the new New DBFO Agreement to a Suitable Substitute Contractor. Following the assignment referred to in section 2.12(cSection 2.12(e), the Lender (or the above contemplated designate, as the case may be) Representative shall be released from all liabilities and obligations to the Province under or in relation to the DBFO Agreement and the new New DBFO Agreement. In order to give effect to this option, no Termination Payment arising upon termination of the DBFO Agreement under Section section 17.2(a) of the DBFO Agreement shall become payable until after five Business Days 45 days following the effective date of termination.

Lender's Option Upon Termination. If the Province, after duly affording the Lender the opportunity required by section Section 2.11 to cure the Default, terminates the DBFO Agreement by notice to the Contractor and the Lender, then the Lender may, within five Business Days of receiving notice of the termination, require the Province to enter into a new DBFO Agreement directly with the Lender (or, if the Lender is a collective, any member of the collective designated by the collective for that purpose) on the same terms (and having the same remaining Term) as the DBFO Agreement, with the intent being that the novation of the DBFO Agreement will place the Province in the same position as if the DBFO Agreement had not been terminated. In that event: (a) the Lender (or the above contemplated designate, as the case may be) shall forthwith cure all existing Defaults of the Contractor (or, in the case of an Incurable Default, mitigate as contemplated by Section section 16.8(n)(iii) of the DBFO Agreement); (b) no Termination Payment shall be payable by the ProvinceProvince in respect of the DBFO Agreement being terminated; and (c) the Lender (or the above contemplated designate, as the case may be) may at any time thereafter, : (i) subject to the same terms and conditions as set out in sections Sections 2.8(a) and (b); and (ii) provided any Defaults by the Lender (or the above contemplated designate, as the case may be) under the new DBFO Agreement have 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 effect such cure or mitigation, assign all of its rights and obligations under the new DBFO Agreement to a Suitable Substitute Contractor. Following the assignment referred to in section Section 2.12(c), the Lender (or the above contemplated designate, as the case may be) shall be released from all liabilities and obligations to the Province under or in relation to the DBFO Agreement and the new DBFO Agreement. In order to give effect to this option, no Termination Payment arising upon termination of the DBFO Agreement under Section section 17.2(a) of the DBFO Agreement shall become payable until after five Business Days following the effective date of termination.