Common use of Lender’s Step-in Rights Clause in Contracts

Lender’s Step-in Rights. 7.1 Subject to Section 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co and Contractor, Agent may give Hospital a Step-In Notice at any time: (a) during which a Construction Event of Default is subsisting (whether or not a Construction Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting, (which periods are jointly referred to herein as “Lender Decision Period”). 7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Hospital of the identity of its proposed Appointed Representative. 7.3 Upon issuance of a Step-In Notice, Appointed Representative shall perform, or cause to be performed, all of Project Co’s rights and obligations to enforce the covenants and obligations of Contractor under the Construction Contract pursuant to the Enforcement Rights and cause Contractor to remedy the Construction Event of Default and shall have the right, if it is entitled to terminate the Construction Contract under the Enforcement Rights, and if it is permitted to do so under the Lending Agreements: (a) to access the Construction Security and, subject to the prior approval of Hospital, acting reasonably, and subject to the terms and conditions of the Construction Security, assign Contractor’s interest in the Construction Contract and the other Implementing Agreements to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (b) subject to the prior approval of Hospital, acting reasonably, to terminate the Construction Contract pursuant to the Enforcement Rights and enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract provided in either case the Replacement Contractor covenants in the Construction Contract Assignment or the Replacement Construction Contract, as applicable, to remedy any curable breach of Contractor under the Construction Contract whether in respect to payment or performance and whether arising prior to or during the Step-In Period and to vacate any Liens from the Project Lands arising from the performance of the Work in all cases whether arising prior to or during the Step-In Period. Further, the Replacement Contractor must provide replacement or otherwise ensure continued maintenance of the Construction Insurance and the Construction Security under the Construction Contract in the event of a Construction Contract Assignment or under the Replacement Construction Contract in the event a Replacement Construction Contract is entered into. Upon any Construction Contract Assignment, the Construction Contract shall be deemed to be terminated on the date of such Construction Contract Assignment with respect to the Contractor and the provisions of Section 4.6 of Schedule B to the Limited Assignment of Construction Contract shall be deemed to apply as if compensation had been paid by Hospital pursuant to Section 2.1 of Schedule B to the Limited Assignment of Construction Contract, and the Replacement Contractor shall have no liability for the obligations of the Contractor arising prior to the date of such Construction Contract Assignment, provided the foregoing shall not limit the rights of Hospital to subsequently deduct from payments owing by Hospital under the Construction Contract those amounts which it would otherwise be entitled to deduct under the Construction Contract. 7.4 At the time of a Construction Contract Assignment or the entering into of a Replacement Construction Contract under Section 7.3, unless Agent transfers the shares of Project Co to the Replacement Contractor pursuant to its rights under the Lending Agreements, the Replacement Contractor shall be required to form a substitute Project Co (the “Substitute Project Co”). If a Substitute Project Co is formed, then Agent shall assign the interests of Project Co under the Lending Agreements and the Implementing Agreements to Substitute Project Co or make such other arrangements under which Substitute Project Co stands in the place of Project Co under the Lending Agreements and the Implementing Agreements. 7.5 During the Step-In Period, Hospital shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Construction Contract. Project Co agrees to be bound by all such dealings between Hospital and Appointed Representative to the same extent as if they had been between Hospital and Project Co.

Lender’s Step-in Rights. 7.1 Subject to Section 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co and ContractorAgreements, Agent may give Hospital a Step-In Notice at any time: (a) during which a Construction Event of Default is subsisting (whether or not a Construction Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting, (which periods are jointly referred to herein as “Lender Decision Period”). 7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Hospital of the identity of its proposed Appointed Representative. 7.3 Upon issuance of a Step-In Notice, Appointed Representative shall perform, perform or cause to be performed, performed all of Project Co’s rights and obligations to enforce the covenants and obligations of Contractor under the Construction Contract pursuant to the Enforcement Rights and cause Contractor to remedy the Construction Event of Default and shall have the right, if it is entitled to terminate the Construction Contract under the Enforcement Rights, and right if it is permitted to do so under the Lending Agreements: (a) to access the Construction Security and, subject to the prior approval of Hospital, acting reasonably, and subject to the terms and conditions of the Construction Security, assign pursuant to the Lending Agreements Contractor’s interest in the Construction Contract and the other Implementing Agreements to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (b) subject to the prior approval of Hospital, acting reasonably, to terminate the Construction Contract pursuant to the Enforcement Rights and enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract provided in either case the Replacement Contractor covenants in the Construction Contract Assignment or the Replacement Construction Contract, as applicable, to remedy any curable breach of Contractor under the Construction Contract whether in respect to payment or performance and whether arising prior to or during the Step-In Period and to vacate any Liens from the Project Lands arising from the performance of the Work in all cases whether arising prior to or during the Step-In Period. Further, the Replacement Contractor must provide replacement or otherwise ensure continued maintenance of the Construction Insurance and the Construction Security under the Construction Contract in the event of a Construction Contract Assignment or under the Replacement Construction Contract in the event a Replacement Construction Contract is entered into. Upon any Construction Contract Assignment, the Construction Contract shall be deemed to be terminated on the date of such Construction Contract Assignment with respect to the Contractor and the provisions of Section 4.6 of Schedule B to the Limited Assignment of Construction Contract shall be deemed to apply as if compensation had been paid by Hospital pursuant to Section 2.1 of Schedule B to the Limited Assignment of Construction Contract, and the Replacement Contractor shall have no liability for the obligations of the Contractor arising prior to the date of such Construction Contract Assignment, provided the foregoing shall not limit the rights of Hospital to subsequently deduct from payments owing by Hospital under the Construction Contract those amounts which it would otherwise be entitled to deduct under the Construction Contract. 7.4 At the time of a Construction Contract Assignment or the entering into of a Replacement Construction Contract under Section 7.3, unless Agent transfers the shares of Project Co to the Replacement Contractor pursuant to its rights under the Lending Agreements, the Replacement Contractor shall be required to form a substitute Project Co (the “Substitute Project Co”). If a Substitute Project Co is formed, then Agent shall assign the interests of Project Co under the Lending Agreements and the Implementing Agreements to Substitute Project Co or make such other arrangements under which Substitute Project Co stands in the place of Project Co under the Lending Agreements and the Implementing Agreements. 7.5 During the Step-In Period, Hospital shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Construction Contract. Project Co agrees to be bound by all such dealings between Hospital and Appointed Representative to the same extent as if they had been between Hospital and Project Co. 7.6 The Hospital may provide a notice in writing (the “Hospital Default Notice”) to the Surety under this Lender’s Direct Agreement, stating that the Hospital is thereby entitled to exercise all rights and to take all benefits of the Obligee, to the exclusion of Project Co. and the Agent at any time that Hospital is, in accordance with Section 6.2, entitled to terminate the Construction Contract or exercise any other rights or remedies for a Construction Event of Default. 7.7 For greater certainty, Agent acknowledges and agrees that its rights as Obligee under the performance bond (being a component of the Construction Security) shall be limited to the benefit of the obligation of the Surety as more particularly described in the performance bond for the completion of the Construction Contract in the event of the default of the Principal and shall be subject to the obligation of the Obligee to pay the balance of the Contract price (“Obligee”, “Surety”, “Principal” and “balance of the Contract price” having the meanings given to them under the performance bond).

Lender’s Step-in Rights. 7.1 Subject to Section 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co and Contractor, Agent may give Hospital a Step-In Notice at any time: (a) during which a Construction Event of Default is subsisting (whether or not a Construction Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting, (which periods are jointly referred to herein as “Lender Decision Period”). 7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Hospital of the identity of its proposed Appointed Representative. 7.3 Upon issuance of a Step-In Notice, Appointed Representative shall perform, perform or cause to be performed, performed all of Project Co’s rights and obligations to enforce the covenants and obligations of Contractor under the Construction Contract pursuant to the Enforcement Rights and cause Contractor to remedy the Construction Event of Default and shall have the right, if it is entitled to terminate the Construction Contract under the Enforcement Rights, and right if it is permitted to do so under the Lending Agreements: (a) to access the Construction Security and, subject to the prior approval of Hospital, acting reasonably, and subject to the terms and conditions of the Construction Security, assign to: (a) access the Construction Security and assign, pursuant to the Lending Agreements Contractor’s interest in the Construction Contract and the other Implementing Agreements to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (b) subject to the prior approval of Hospital, acting reasonably, to terminate the Construction Contract pursuant to the Enforcement Rights and enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract Contract, provided in either case the Replacement Contractor covenants in the Construction Contract Assignment or the Replacement Construction Contract, as applicable, to remedy any curable breach of Contractor under the Construction Contract whether in respect to payment or performance and whether arising prior to or during the Step-In Period and to vacate any Liens from the Project Lands arising from the performance of the Work in all cases whether arising prior to or during the Step-In Period. Further, the Replacement Contractor must provide replacement or otherwise ensure continued maintenance of the Construction Insurance and the Construction Security under the Construction Contract in the event of a Construction Contract Assignment or under the Replacement Construction Contract in the event a Replacement Construction Contract is entered into. Upon any Construction Contract Assignment, the Construction Contract shall be deemed to be terminated on the date of such Construction Contract Assignment with respect to the Contractor and the provisions of Section 4.6 of Schedule B to the Limited Assignment of Construction Contract shall be deemed to apply as if compensation had been paid by Hospital pursuant to Section 2.1 of Schedule B to the Limited Assignment of Construction Contract, and the Replacement Contractor shall have no liability for the obligations of the Contractor arising prior to the date of such Construction Contract Assignment, provided the foregoing shall not limit the rights of Hospital to subsequently deduct from payments owing by Hospital under the Construction Contract those amounts which it would otherwise be entitled to deduct under the Construction Contract. 7.4 At the time of a Construction Contract Assignment or the entering into of a Replacement Construction Contract under Section 7.3, unless Agent transfers the shares of Project Co to the Replacement Contractor pursuant to its rights under the Lending Agreements, the Replacement Contractor shall be required to form a substitute Project Co (the “Substitute Project Co”). If a Substitute Project Co is formed, then Agent shall assign the interests of Project Co under the Lending Agreements and the Implementing Agreements to Substitute Project Co or make such other arrangements under which Substitute Project Co stands in the place of Project Co under the Lending Agreements and the Implementing Agreements. 7.5 During the Step-In Period, Hospital shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Construction Contract. Project Co agrees to be bound by all such dealings between Hospital and Appointed Representative to the same extent as if they had been between Hospital and Project Co. 7.6 The Hospital may provide a notice in writing (the “Hospital Default Notice”) to the Surety under this Lender’s Direct Agreement, stating that the Hospital is thereby entitled to exercise all rights and to take all benefits of the Obligee, to the exclusion of Project Co and the Agent at any time that Hospital is, in accordance with Section 6.2, entitled to terminate the Construction Contract or exercise any other rights or remedies for a Construction Event of Default. 7.7 For greater certainty, Agent acknowledges and agrees that its rights as Obligee under the performance bond (being a component of the Construction Security) shall be limited to the enforcement (for the purpose of completing or arranging for the completion of the unperformed obligations of the Contractor under the Construction Contract) of the obligations of the Surety as more particularly described in the performance bond and are subject to the Agent’s obligation as an Obligee to pay the balance of the Contract price (“Obligee”, “Surety”, “Principal” and “balance of the Contract price” having the meanings given to them under the performance bond). If the Agent receives any benefit from the Surety under the performance bond or from the insurer under the Subguard Policy (being a component of the Construction Security) that is not applied to the Work and fails to complete or cause to have completed the obligations of the Contractor under the Construction Contract the Agent shall pay to the Owner an amount equal to the lesser of (a) the amount of the benefit obtained by the Agent from the Surety or from the insurer under the Subguard Policy and not applied to the Work and (b) the Owner’s costs of obtaining the completion of the unperformed obligations of the Contractor under the Construction Contract.‌

Lender’s Step-in Rights. 7.1 Subject to Section Sections 6.2(b) and 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co and ContractorCo, Agent may give Hospital Owner a Step-In Notice at any time: (a) during which a Construction Project Co Event of Default is subsisting (whether or not a Construction Project Co Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting, (which periods are jointly referred to herein as “Lender Decision Period”). 7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Hospital Owner of the identity of its proposed Appointed Representative. 7.3 Upon Subject to Section 6.3(a), upon issuance of a Step-In Notice, Appointed Representative shall perform, or cause to be performed, all of Project Co’s rights and obligations to enforce the covenants and obligations of Contractor under the Construction Contract pursuant to the Enforcement Rights and cause Contractor Co to remedy the Construction Project Co Event of Default and shall have the right, if it is entitled right for such purpose to terminate the Construction Contract under enforce any of the Enforcement Rights, and if it is permitted to do so under Rights including the Lending Agreements: (a) to access the Construction Security andright, subject to the prior approval of HospitalOwner, acting reasonably, and subject to the terms and conditions of the Construction SecurityBonds to: (a) assign Project Co’s interest in the Project Agreement and the other Implementing Agreements (excluding the Bonds) to a Replacement Project Co (the “Project Agreement Assignment”), subject to the agreement by the Replacement Project Co to assume the terms and conditions of the Project Agreement and the other Implementing Agreements; or (b) terminate the Project Agreement pursuant to the Enforcement Rights, and cause a replacement project agreement to be entered into with a Replacement Project Co (the “Replacement Project Agreement”) on terms substantially similar to the Project Agreement; and (c) subject to the terms and conditions of the Bonds (i) assign the Contractor’s interest in the Construction Contract and the other Implementing Agreements to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (bii) subject to the prior approval of Hospital, acting reasonably, to terminate the Construction Contract pursuant and to the Enforcement Rights and enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract Contract; provided that in either case case, the Replacement Contractor Project Co covenants in the Construction Contract Project Agreement Assignment or the Replacement Construction ContractProject Agreement, as applicable, to (i) remedy any curable breach of Contractor Project Co under the Construction Contract Project Agreement, whether in respect to of payment or performance and whether arising prior to or during the Step-In Period and to Period, (ii) vacate any Liens from the Project Lands Site arising from the performance of the Work in all cases Work, whether arising prior to or during the Step-In Period. FurtherPeriod (other than in the circumstances set out in Section 6.3(b)(ii)), and in the Replacement Contractor must case of items (i) and (ii), subject to and within the time period for curing Project Co Events of Default as set out in Section 6.3(a), and (iii) provide replacement or otherwise ensure continued maintenance of the Construction Insurance and the Construction Security under the Construction Contract in Project Agreement (items (i), (ii) and (iii) of this Section 7.3 are collectively referred to as the event of a Construction Contract Assignment or under the Replacement Construction Contract in the event a Replacement Construction Contract is entered into“Rectification Obligations”). Upon any Construction Contract Project Agreement Assignment, the Construction Contract Project Agreement shall be deemed to be terminated on the date of such Construction Contract Project Agreement Assignment with respect to the Contractor Project Co, and the provisions of Section 4.6 of Schedule B 12 to the Limited Assignment of Construction Contract Project Agreement - Compensation on Termination, shall be deemed to apply as if compensation had been paid by Hospital Owner pursuant to Section 2.1 of Schedule B 12 to the Limited Assignment of Construction Contract, Project Agreement and the Replacement Contractor Project Co shall have no liability for the obligations non- performance of the Contractor Project Co arising prior to the date of such Construction Contract Project Agreement Assignment, unless same is encompassed in the Rectification Obligations, provided the foregoing shall not limit the rights of Hospital Owner to subsequently deduct from payments owing by Hospital Owner under the Construction Contract Project Agreement those amounts which it would otherwise be entitled to deduct under the Construction ContractProject Agreement. 7.4 At the time of a Construction Contract Project Agreement Assignment or the entering into of a Replacement Construction Contract Project Agreement under Section 7.3, unless if the Replacement Project Co is not, itself, a Pre- Qualified Proponent, then the Agent transfers shall be required to cause the shares Replacement Project Co to enter into a construction contract, on terms substantially similar to the Construction Contract and the Pre-Qualified Proponent shall be required to enter into an assignable subcontract agreement, on terms substantially similar to the form of the Assignable Subcontract Agreement for Construction Contract, or make such other arrangements satisfactory to Owner under which the Replacement Project Co and the Pre- Qualified Proponent stand in the place of Project Co to and the Replacement Contractor pursuant to its rights under the Lending Agreements, the Replacement Contractor shall be required to form a substitute Project Co (the “Substitute Project Co”). If a Substitute Project Co is formed, then Agent shall assign the interests of Project Co under the Lending Agreements and the Implementing Agreements to Substitute Project Co or make such other arrangements under which Substitute Project Co stands in the place of Project Co under the Lending Agreements Agreement and the Implementing Agreements. 7.5 During the Step-In Period, Hospital Owner shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Construction ContractProject Agreement. Project Co agrees to be bound by all such dealings between Hospital Owner and Appointed Representative to the same extent as if they had been between Hospital Owner and Project Co. 7.6 For greater certainty, Agent acknowledges and agrees that its rights as Obligee under the Performance Bond shall be limited to the enforcement of the obligations of the Surety, as more particularly described in the Performance Bond, and shall be subject to Agent’s obligation as an Obligee to pay the Balance of the Contract Price. If Agent receives any benefit from the Surety under the Performance Bond or from the insurer under the Subguard Policy being a component of the Security and fails to complete or cause to have completed the obligations of the Contractor under the Construction Contract, Agent shall pay to Owner an amount equal to the amount of the proceeds received by Agent from the Surety and not applied toward obtaining the completion of the unperformed obligations

Lender’s Step-in Rights. 7.1 Subject to Section 7.2 and without prejudice to AgentLender’s rights to enforce the Lending Agreements against Project Co and Contractor, Agent Lender may give Hospital a Step-In Notice at any time: (a) during which a Construction Event of Default is subsisting (whether or not a Construction Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting, (which periods are jointly referred to herein as “Lender Decision Period”). 7.2 At the time Agent Lender delivers a Step-In Notice, Agent Lender shall deliver written notice (an “Appointed Representative Notice”) to Hospital of the identity of its proposed Appointed Representative. 7.3 Upon issuance of a Step-In Notice, Appointed Representative shall perform, or cause to be performed, all of Project Co’s rights and obligations to enforce the covenants and obligations of Contractor under the Construction Contract pursuant to the Enforcement Rights and cause Contractor to remedy the Construction Event of Default and shall have the right, if it is entitled to terminate the Construction Contract under the Enforcement Rights, and if it is permitted to do so under the Lending Agreements: (a) to access the Construction Security and, subject to the prior approval of Hospital, acting reasonably, and subject to the terms and conditions of the Construction Security, assign Contractor’s interest in the Construction Contract and the other Implementing Agreements to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (b) subject to the prior approval of Hospital, acting reasonably, to terminate the Construction Contract pursuant to the Enforcement Rights and enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract provided in either case the Replacement Contractor covenants in the Construction Contract Assignment or the Replacement Construction Contract, as applicable, to (i) remedy any curable breach of Contractor under the Construction Contract whether in respect to payment or performance and whether arising prior to or during the Step-In Period and to Period, (ii) vacate any Liens from the Project Lands arising from the performance of the Work in all cases whether arising prior to or during the Step-In Period. Further, the Replacement Contractor must and (iii) provide replacement or otherwise ensure continued maintenance of the Construction Insurance and the Construction Security under the Construction Contract in (items (i), (ii) and (iii) of this Section 7.3 are collectively referred to as the event of a Construction Contract Assignment or under the Replacement Construction Contract in the event a Replacement Construction Contract is entered into“Rectification Obligations”). Upon any Construction Contract Assignment, the Construction Contract shall be deemed to be terminated on the date of such Construction Contract Assignment with respect to the Contractor and the provisions of Section 4.6 of Schedule B to the Limited Assignment of Construction Contract shall be deemed to apply as if compensation had been paid by Hospital pursuant to Section 2.1 of Schedule B to the Limited Assignment of Construction Contract, and the Replacement Contractor shall have no liability for the obligations non- performance of the Contractor arising prior to the date of such Construction Contract AssignmentAssignment unless same is encompassed in the Rectification Obligations, provided the foregoing shall not limit the rights of Hospital to subsequently deduct from payments owing by Hospital under the Construction Contract those amounts which it would otherwise be entitled to deduct under the Construction Contract. 7.4 At the time of a Construction Contract Assignment or the entering into of a Replacement Construction Contract under Section 7.3, unless Agent Lender transfers the shares of Project Co to the Replacement Contractor pursuant to its rights under the Lending Agreements, the Replacement Contractor shall be required to form a substitute Project Co (the “Substitute Project Co”). If a Substitute Project Co is formed, then Agent Lender shall assign the interests of Project Co under the Lending Agreements and the Implementing Agreements to Substitute Project Co or make such other arrangements under which Substitute Project Co stands in the place of Project Co under the Lending Agreements and the Implementing Agreements. 7.5 During the Step-In Period, Hospital shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Construction Contract. Project Co agrees to be bound by all such dealings between Hospital and Appointed Representative to the same extent as if they had been between Hospital and Project Co. 7.6 For greater certainty, Lender acknowledges and agrees that its rights as Obligee under the performance bond (being a component of the Construction Security) shall be limited to the enforcement (for the purpose of completing or arranging for the completion of the unperformed obligations of the Contractor under the Construction Contract) of the obligations of the Surety as more particularly described in the performance bond and are subject to the Lender’s obligation as an Obligee to pay the balance of the Contract price (“Obligee”, “Surety”, “Principal” and “balance of the Contract price” having the meanings given to them under the performance bond). If the Lender receives any benefit from the Surety under the performance bond that is not applied to the Work and fails to complete or cause to have completed the obligations of the Contractor under the Construction Contract the Lender shall pay to

Lender’s Step-in Rights. 7.1 Subject to Section Sections 6.2(b) and 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co and ContractorCo, Agent may give Hospital Owner a Step-In Notice at any time:time:‌ (a) during which a Construction Project Co Event of Default is subsisting (whether or not a Construction Project Co Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting, (which periods are jointly referred to herein as “Lender Decision Period”). 7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Hospital Owner of the identity of its proposed Appointed Representative. 7.3 Upon Subject to Section 6.3(a), upon issuance of a Step-In Notice, Appointed Representative shall perform, or cause to be performed, all of Project Co’s rights and obligations to enforce the covenants and obligations of Contractor under the Construction Contract pursuant to the Enforcement Rights and cause Contractor Co to remedy the Construction Project Co Event of Default and shall have the right, if it is entitled right for such purpose to terminate the Construction Contract under enforce any of the Enforcement Rights, and if it is permitted to do so under Rights including the Lending Agreements: (a) to access the Construction Security andright, subject to the prior approval of HospitalOwner, acting reasonably, and subject to the terms and conditions of the Construction SecurityBonds to: (a) assign Project Co’s interest in the Project Agreement and the other Implementing Agreements (excluding the Bonds) to a Replacement Project Co (the “Project Agreement Assignment”), subject to the agreement by the Replacement Project Co to assume the terms and conditions of the Project Agreement and the other Implementing Agreements; or (b) terminate the Project Agreement pursuant to the Enforcement Rights, and cause a replacement project agreement to be entered into with a Replacement Project Co (the “Replacement Project Agreement”) on terms substantially similar to the Project Agreement; and (c) subject to the terms and conditions of the Bonds (i) assign the Contractor’s interest in the Construction Contract and the other Implementing Agreements to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (bii) subject to the prior approval of Hospital, acting reasonably, to terminate the Construction Contract pursuant and to the Enforcement Rights and enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract Contract; provided that in either case case, the Replacement Contractor Project Co covenants in the Construction Contract Project Agreement Assignment or the Replacement Construction ContractProject Agreement, as applicable, to (i) remedy any curable breach of Contractor Project Co under the Construction Contract Project Agreement, whether in respect to of payment or performance and whether arising prior to or during the Step-In Period and to Period, (ii) vacate any Liens from the Project Lands Site arising from the performance of the Work in all cases Work, whether arising prior to or during the Step-In Period. FurtherPeriod (other than in the circumstances set out in Section 6.3(b)(ii)), and in the Replacement Contractor must case of items (i) and (ii), subject to and within the time period for curing Project Co Events of Default as set out in Section 6.3(a), and (iii) provide replacement or otherwise ensure continued maintenance of the Construction Insurance and the Construction Security under the Construction Contract in Project Agreement (items (i), (ii) and (iii) of this Section 7.3 are collectively referred to as the event of a Construction Contract Assignment or under the Replacement Construction Contract in the event a Replacement Construction Contract is entered into“Rectification Obligations”). Upon any Construction Contract Project Agreement Assignment, the Construction Contract Project Agreement shall be deemed to be terminated on the date of such Construction Contract Project Agreement Assignment with respect to the Contractor Project Co, and the provisions of Section 4.6 of Schedule B 12 to the Limited Assignment of Construction Contract Project Agreement - Compensation on Termination, shall be deemed to apply as if compensation had been paid by Hospital Owner pursuant to Section 2.1 of Schedule B 12 to the Limited Assignment of Construction Contract, Project Agreement and the Replacement Contractor Project Co shall have no liability for the obligations non- performance of the Contractor Project Co arising prior to the date of such Construction Contract Project Agreement Assignment, unless same is encompassed in the Rectification Obligations, provided the foregoing shall not limit the rights of Hospital Owner to subsequently deduct from payments owing by Hospital Owner under the Construction Contract Project Agreement those amounts which it would otherwise be entitled to deduct under the Construction ContractProject Agreement. 7.4 At the time of a Construction Contract Project Agreement Assignment or the entering into of a Replacement Construction Contract Project Agreement under Section 7.3, unless if the Replacement Project Co is not, itself, a Pre- Qualified Proponent, then the Agent transfers shall be required to cause the shares Replacement Project Co to enter into a construction contract, on terms substantially similar to the Construction Contract and the Pre-Qualified Proponent shall be required to enter into an assignable subcontract agreement, on terms substantially similar to the form of the Assignable Subcontract Agreement for Construction Contract, or make such other arrangements satisfactory to Owner under which the Replacement Project Co and the Pre- Qualified Proponent stand in the place of Project Co to and the Replacement Contractor pursuant to its rights under the Lending Agreements, the Replacement Contractor shall be required to form a substitute Project Co (the “Substitute Project Co”). If a Substitute Project Co is formed, then Agent shall assign the interests of Project Co under the Lending Agreements and the Implementing Agreements to Substitute Project Co or make such other arrangements under which Substitute Project Co stands in the place of Project Co under the Lending Agreements Agreement and the Implementing Agreements. 7.5 During the Step-In Period, Hospital Owner shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Construction ContractProject Agreement. Project Co agrees to be bound by all such dealings between Hospital Owner and Appointed Representative to the same extent as if they had been between Hospital Owner and Project Co. 7.6 For greater certainty, Agent acknowledges and agrees that its rights as Obligee under the Performance Bond shall be limited to the enforcement of the obligations of the Surety, as more particularly described in the Performance Bond, and shall be subject to Agent’s obligation as an Obligee to pay the Balance of the Contract Price. If Agent receives any benefit from the Surety under the Performance Bond or from the insurer under the Subguard Policy being a component of the Security and fails to complete or cause to have completed the obligations of the Contractor under the Construction Contract, Agent shall pay to Owner an amount equal to the amount of the proceeds received by Agent from the Surety and not applied toward obtaining the completion of the unperformed obligations of the Contractor under the Construction Contract. For the purposes of this Section 7.6, the terms “Obligee”, “Surety”, and “Balance of the Contract Price” have the meanings given to them under the Performance Bonds.

Lender’s Step-in Rights. 7.1 Subject to Section 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co and ContractorCo, Agent may give Hospital Owner a Step-In Notice at any time: (a) during which a Construction Project Co Event of Default is subsisting (whether or not a Construction Project Co Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting, (which periods are jointly referred unless Owner has commenced to herein as “Lender Decision Period”)exercise its rights and remedies for a Project Co Event of Default when permitted to do so under Section 6.2. 7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Hospital Owner of the identity of its proposed Appointed Representative. 7.3 Upon issuance of a Step-In Notice, unless Owner has commenced to exercise its rights and remedies for a Project Co Event of Default when permitted to do so under Section 6.3, Appointed Representative shall perform, or use commercially reasonable efforts to cause to be performed, all of Project Co’s rights and obligations to enforce the covenants and obligations of Contractor under the Construction Contract pursuant to the Enforcement Rights and cause Contractor Co to remedy the Construction Project Co Event of Default and shall have the right, if it is entitled right for such purpose to terminate the Construction Contract under enforce any of the Enforcement Rights, and if it is permitted to do so under Rights including the Lending Agreements: (a) to access the Construction Security andright, subject to the prior approval of HospitalOwner, acting reasonably, and subject to the terms and conditions of the Construction SecurityBonds to: (a) assign Project Co’s interest in the Project Agreement and the other Implementing Agreements (excluding the Bonds) to a Replacement Project Co (the “Project Agreement Assignment”), subject to the agreement by the Replacement Project Co to assume the terms and conditions of the Project Agreement and the other Implementing Agreements; or (b) terminate the Project Agreement pursuant to the Enforcement Rights, and cause a replacement project agreement to be entered into with a Replacement Project Co (the “Replacement Project Agreement”) on terms substantially similar to the Project Agreement; and (c) subject to the terms and conditions of the Bonds (i) assign the Contractor’s interest in the Construction Contract and the other Implementing Agreements to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction ContractContract and, in connection therewith, may sell, assign or transfer the shares of Project Co to the Replacement Contractor; or (bii) subject to the prior approval of Hospital, acting reasonably, to terminate the Construction Contract pursuant and to the Enforcement Rights and enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract Contract; provided that in either case (a) or (b), the Replacement Contractor Project Co covenants in the Construction Contract Project Agreement Assignment or the Replacement Construction ContractProject Agreement, as applicable, to (i) remedy any curable breach of Contractor Project Co under the Construction Contract Project Agreement, whether in respect to of payment or performance and whether arising prior to or during the Step-In Period and to Period, (ii) vacate any Liens from the Project Lands Site arising from the performance of the Work in all cases Work, whether arising prior to or during the Step-In Period. FurtherPeriod (other than in the circumstances set out in Section 6.3(b)(ii)), and in the Replacement Contractor must case of items (i) and (ii), subject to and within the time period for curing Project Co Events of Default as set out in Section 6.3(a), and (iii) provide replacement or otherwise ensure continued maintenance of the Construction Insurance and the Construction Security under the Construction Contract in Project Agreement (items (i), (ii) and (iii) of this Section 7.3 are collectively referred to as the event of a Construction Contract Assignment or under the Replacement Construction Contract in the event a Replacement Construction Contract is entered into“Rectification Obligations”). Upon any Construction Contract Project Agreement Assignment, the Construction Contract Project Agreement shall be deemed to be terminated on the date of such Construction Contract Project Agreement Assignment with respect to the Contractor Project Co, and the provisions of Section 4.6 of Schedule B 12 to the Limited Assignment of Construction Contract Project Agreement – Compensation on Termination, shall be deemed to apply as against Project Co as if compensation had been paid by Hospital Owner to Project Co pursuant to Section 2.1 of Schedule B 12 to the Limited Assignment of Construction ContractProject Agreement (provided that same shall not apply as against the Replacement Project Co), and the Replacement Contractor Project Co shall have no liability for the obligations non-performance of the Contractor Project Co arising prior to the date of such Construction Contract Project Agreement Assignment, unless same is encompassed in the Rectification Obligations, provided the foregoing shall not limit the rights of Hospital Owner to subsequently deduct from payments owing by Hospital Owner under the Construction Contract Project Agreement those amounts which it would otherwise be entitled to deduct under the Construction ContractProject Agreement. 7.4 At the time of a Construction Contract Project Agreement Assignment or the entering into of a Replacement Construction Contract Project Agreement under Section 7.3, unless if the Replacement Project Co is not, itself, a Pre-Qualified Proponent, then the Agent transfers shall be required to cause the shares of Replacement Project Co to enter into a construction contract with a Replacement Contractor, on terms substantially similar to the Replacement Contractor pursuant to its rights under the Lending Agreements, Construction Contract and the Replacement Contractor shall be required to enter into an assignable subcontract agreement, on terms substantially similar to the form a substitute Project Co (of the “Substitute Project Co”). If a Substitute Project Co is formedAssignable Subcontract Agreement for Construction Contract, then Agent shall assign the interests of Project Co under the Lending Agreements and the Implementing Agreements to Substitute Project Co or make such other arrangements satisfactory to Owner under which Substitute the Replacement Project Co stands and the Replacement Contractor stand in the place of Project Co and the Contractor under the Lending Agreements Agreements, the Project Agreement and the Implementing Agreements. 7.5 During the Step-In Period, Hospital Owner shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Construction ContractProject Agreement. Project Co agrees to be bound by all such dealings between Hospital Owner and Appointed Representative to the same extent as if they had been between Hospital Owner and Project Co. 7.6 For greater certainty, Agent acknowledges and agrees that its rights as Obligee under the Performance Bond shall be limited to the enforcement of the obligations of the Surety, as more particularly described in the Performance Bond, and shall be subject to Agent’s obligation as an Obligee to pay the Balance of the Contract Price (less the amount of any Additional Owner Payments or other amounts payable by Owner prior to the Reimbursement Payment Date under the Project Agreement, which amounts shall be paid when due and payable by Owner in order to permit the enforcement of the Surety’s obligations). If Agent receives any proceeds from the Surety under the Performance Bond and the obligations of the Contractor under the Construction Contract have not been completed, Agent shall payto

Lender’s Step-in Rights. 7.1 Subject to Section 7.2 and without prejudice to Agent’s Lender's rights to enforce the Lending Agreements against Project Co and Contractor, Agent Lender may give Hospital a Step-In Notice at any time: (a) during which a Construction Event of Default is subsisting (whether or not a Construction Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting, (which periods are jointly referred to herein as “Lender Decision Period”). 7.2 At the time Agent Lender delivers a Step-In Notice, Agent Lender shall deliver written notice (an “Appointed Representative Notice”) to Hospital of the identity of its proposed Appointed Representative. 7.3 Upon issuance of a Step-In Notice, Appointed Representative shall perform, or cause to be performed, all of Project Co’s rights and obligations to enforce the covenants and obligations of Contractor under the Construction Contract pursuant to the Enforcement Rights and cause Contractor to remedy the Construction Event of Default and shall have the right, if it is entitled to terminate the Construction Contract under the Enforcement Rights, and if it is permitted to do so under the Lending Agreements: (a) to access the Construction Security and, subject to the prior approval of Hospital, acting reasonably, and subject to the terms and conditions of the Construction Security, assign Contractor’s interest in the Construction Contract and the other Implementing Agreements to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (b) subject to the prior approval of Hospital, acting reasonably, to terminate the Construction Contract pursuant to the Enforcement Rights and enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract provided in either case the Replacement Contractor covenants in the Construction Contract Assignment or the Replacement Construction Contract, as applicable, to remedy any curable breach of Contractor under the Construction Contract whether in respect to payment or performance and whether arising prior to or during the Step-In Period and to vacate any Liens from the Project Lands arising from the performance of the Work in all cases whether arising prior to or during the Step-In Period. Further, the Replacement Contractor must provide replacement or otherwise ensure continued maintenance of the Construction Insurance and the Construction Security under the Construction Contract in the event of a Construction Contract Assignment or under the Replacement Construction Contract in the event a Replacement Construction Contract is entered into. Upon any Construction Contract Assignment, the Construction Contract shall be deemed to be terminated on the date of such Construction Contract Assignment with respect to the Contractor and the provisions of Section 4.6 of Schedule B to the Limited Assignment of Construction Contract shall be deemed to apply as if compensation had been paid by Hospital pursuant to Section 2.1 of Schedule B to the Limited Assignment of Construction Contract, and the Replacement Contractor shall have no liability for the obligations of the Contractor arising prior to the date of such Construction Contract Assignment, provided the foregoing shall not limit the rights of Hospital to subsequently deduct from payments owing by Hospital under the Construction Contract those amounts which it would otherwise be entitled to deduct under the Construction Contract. For greater certainty, to the extent required in connection with the exercise by Lender and/or the Appointed Representative of the rights and remedies set forth in this Section 7.3, the Hospital covenants and agrees with Lender that it shall, upon written request of Lender and as Lender may direct, in respect of each subcontract which is the subject of any Assignable Subcontract Agreement (in the agreed form) entered into in the Hospital's favour in accordance with GC 13.5 of the Construction Contract (an "ASA"), issue (i) an Assignment Notice (in accordance with and as defined in Section 2(d) of the ASA) to the subcontractor party thereto indicating therein as Assignee (as defined in the said Section 2(d)), Lender, the Appointed Representative or as Lender or the Appointed Representative may otherwise direct, or (ii) a Direct Assignment Notice (in accordance with and as defined in Section 2(f) of the ASA) to the subcontractor party thereto indicating therein as GC Assignee (as defined in Section 2(e) of the ASA) any Replacement Contractor. 7.4 At the time of a Construction Contract Assignment or the entering into of a Replacement Construction Contract under Section 7.3, unless Agent Lender transfers the shares of Project Co to the Replacement Contractor pursuant to its rights under the Lending Agreements, the Replacement Contractor shall be required to form a substitute Project Co (the “Substitute Project Co”). If a Substitute Project Co is formed, then Agent Lender shall assign the interests of Project Co under the Lending Agreements and the Implementing Agreements to Substitute Project Co or make such other arrangements under which Substitute Project Co stands in the place of Project Co under the Lending Agreements and the Implementing Agreements. 7.5 During the Step-In Period, Hospital shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Construction Contract. Project Co agrees to be bound by all such dealings between Hospital and Appointed Representative to the same extent as if they had been between Hospital and Project Co. 7.6 For greater certainty, Lender acknowledges and agrees that its rights as Obligee under the performance bond (being a component of the Construction Security) shall be limited to the enforcement (for the purpose of completing or arranging for the completion of the unperformed obligations of the Contractor under the Construction Contract) of the obligations of the Surety as more particularly described in the performance bond and are subject to the Lender's obligation as an Obligee to pay the balance of the Contract price (“Obligee”, “Surety”, “Principal” and “balance of the Contract price” having the meanings given to them under the performance bond). If the Lender receives any benefit from the Surety under the performance bond or from the insurer under the Subguard Policy (being a component of the Construction Security) that is not applied to the Work and fails to complete or cause to have completed the obligations of the Contractor under the Construction Contract the Lender shall pay to the Hospital an amount equal to the lesser of (a) the amount of the benefit obtained by the Lender from the Surety or from the insurer under the Subguard Policy and not applied to the Work and (b) the Hospital’s costs of obtaining the completion of the unperformed obligations of the Contractor under the Construction Contract:

Lender’s Step-in Rights. 7.1 Subject to Section 7.2 and without prejudice to Agent’s 's rights to enforce the Lending Agreements against Project Co and Contractor, Agent may give Hospital OIPC a Step-In Notice at any time:time:‌ (a) during which a Construction Event of Default is subsisting (whether or not a Construction Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting, subsisting (which periods are jointly referred to herein as “"Lender Decision Period”"). 7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “"Appointed Representative Notice”") to Hospital OIPC of the identity of its proposed Appointed Representative. 7.3 Upon issuance of a Step-In Notice, Appointed Representative shall perform, perform or cause to be performed, performed all of Project Co’s 's rights and obligations to enforce the covenants and obligations of Contractor under the Construction Contract pursuant to the Assigned Enforcement Rights and cause Contractor to remedy the Construction Event of Default and shall have the right, if it is entitled to terminate the Construction Contract under the Enforcement Rights, and right if it is permitted to do so under the Lending Agreements: (a) to access the Construction Security and, subject to the prior approval of Hospital, OIPC (acting reasonably), and subject to the terms and conditions of the Construction Security, assign to: (a) access the Construction Security and, assign, pursuant to the Lending Agreements Contractor’s 's interest in the Construction Contract and the other Implementing Agreements to a Replacement Contractor (the “"Construction Contract Assignment”") subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (b) subject to the prior approval of Hospital, OIPC (acting reasonably), to terminate the Construction Contract pursuant to the Assigned Enforcement Rights and enter into a replacement construction contract with a Replacement Contractor (the “"Replacement Construction Contract”") on terms substantially similar to the Construction Contract provided provided, in either case case, the Replacement Contractor covenants in the Construction Contract Assignment or the Replacement Construction Contract, as applicable, to remedy any curable breach of Contractor under the Construction Contract Contract, whether in respect to payment or performance and whether arising prior to or during the Step-In Period and to vacate any Liens from the Project Lands arising from the performance of the Work in all cases whether arising prior to or during the Step-In Period. Further, the Replacement Contractor must provide replacement or otherwise ensure continued maintenance of the Construction Insurance and the Construction Security under the Construction Contract in the event of a Construction Contract Assignment or under the Replacement Construction Contract in the event a Replacement Construction Contract is entered into. Upon any Construction Contract Assignment, the Construction Contract shall be deemed to be terminated on the date of such Construction Contract Assignment with respect to the Contractor and the provisions of Section 4.6 of Schedule B to the Limited Assignment of Construction Contract shall be deemed to apply as if compensation had been paid by Hospital pursuant to Section 2.1 of Schedule B to the Limited Assignment of Construction Contract, and the Replacement Contractor shall have no liability for the obligations of the Contractor arising prior to the date of such Construction Contract Assignment, provided the foregoing shall not limit the rights of Hospital to subsequently deduct from payments owing by Hospital under the Construction Contract those amounts which it would otherwise be entitled to deduct under the Construction Contract. 7.4 At the time of a Construction Contract Assignment or the entering into of a Replacement Construction Contract under Section 7.3, unless Agent transfers the shares of Project Co to the Replacement Contractor pursuant to its rights under the Lending Agreements, the Replacement Contractor shall be required to form a substitute Project Co (the “"Substitute Project Co”"). If a Substitute Project Co is formed, then Agent shall assign the interests of Project Co under the Lending Agreements and the Implementing Agreements to Substitute Project Co or make such other arrangements under which Substitute Project Co stands in the place of Project Co under the Lending Agreements and the Implementing Agreements. 7.5 During the Step-In Period, Hospital OIPC shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Construction Contract. Project Co agrees to be bound by all such dealings between Hospital OIPC and Appointed Representative to the same extent as if they had been between Hospital OIPC and Project Co. 7.6 OIPC may provide a notice in writing (the "OIPC Default Notice") to the Surety under this Lender's Direct Agreement stating that OIPC is thereby entitled to exercise all rights and to take all benefits of the Obligee, to the exclusion of Project Co. and the Agent under the following circumstances: (a) in the event that the Agent does not give OIPC a Step-In Notice during the Lender Decision Period; (b) subject to Section 6.2, following termination by OIPC of the Construction Contract for default during the Step-In Period; or (c) following a Step-Out Notice as provided in Article 8. 7.7 For greater certainty, Agent acknowledges and agrees that its rights as Obligee under the performance bond (being a component of the Construction Security) shall be limited to the enforcement (for the purpose of completing or arranging for the completion of the unperformed obligations of the Contractor under the Guaranteed Price Contract) of the obligations of the Surety as more particularly described in the performance bond and are subject to the Agent's obligation as an Obligee to pay the Balance of the Construction Contract Price, any portion of the Balance of the Construction Contract Price comprised of unpaid Additional Owner Payments under the Construction Contract remaining the responsibility of OIPC and not being payable by the Agent or the Lender ("Obligee", "Surety" ,"Principal" and "Balance of the Construction Contract Price" having the meanings given to them under the performance bond). If, notwithstanding the terms of this Agreement, the Agent receives any benefit from the Surety under the performance bond in the form of cash that is not applied by the Agent to the Work or partial repayment of principal, interest or fees, and fails to complete or cause to have completed the obligations of the Contractor under the Guaranteed Price Contract the Agent shall pay to the Owner an amount equal to the lesser of (a) the amount of the benefit obtained by the Agent from the Surety; and (b) the Owner's costs of obtaining the completion of the unperformed obligations of he Contractor under the Guaranteed Price Contract. No amounts paid or liabilities incurred by the Surety for the purpose of performing the obligations of the Contractor under the Guaranteed Price Contract shall constitute the receipt of benefit by the Agent from the Surety for the purposes of this Section 7.7.

Lender’s Step-in Rights. 7.1 Subject to Section 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co and Contractor, Agent may give Hospital a Step-In Notice at any time: (a) during which a Construction Event of Default is subsisting (whether or not a Construction Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting, (which periods are jointly referred to herein as “Lender Decision Period”). 7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Hospital of the identity of its proposed Appointed Representative.Representative.‌ 7.3 Upon issuance of a Step-In Notice, Appointed Representative shall perform, perform or cause to be performed, performed all of Project Co’s rights and obligations to enforce the covenants and obligations of Contractor under the Construction Contract pursuant to the Enforcement Rights and cause Contractor to remedy the Construction Event of Default and shall have the right, if it is entitled to terminate the Construction Contract under the Enforcement Rights, and right if it is permitted to do so under the Lending Agreements: (a) to access the Construction Security and, subject to the prior approval of Hospital, acting reasonably, and subject to the terms and conditions of the Construction Security, assign to: (a) access the Construction Security and assign, pursuant to the Lending Agreements Contractor’s interest in the Construction Contract and the other Implementing Agreements to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (b) subject to the prior approval of Hospital, acting reasonably, to terminate the Construction Contract pursuant to the Enforcement Rights and enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract Contract, provided in either case the Replacement Contractor covenants in the Construction Contract Assignment or the Replacement Construction Contract, as applicable, to remedy any curable breach of Contractor under the Construction Contract whether in respect to payment or performance and whether arising prior to or during the Step-In Period and to vacate any Liens from the Project Lands arising from the performance of the Work in all cases whether arising prior to or during the Step-In Period. Further, the Replacement Contractor must provide replacement or otherwise ensure continued maintenance of the Construction Insurance and the Construction Security under the Construction Contract in the event of a Construction Contract Assignment or under the Replacement Construction Contract in the event a Replacement Construction Contract is entered into. Upon any Construction Contract Assignment, the Construction Contract shall be deemed to be terminated on the date of such Construction Contract Assignment with respect to the Contractor and the provisions of Section 4.6 of Schedule B to the Limited Assignment of Construction Contract shall be deemed to apply as if compensation had been paid by Hospital pursuant to Section 2.1 of Schedule B to the Limited Assignment of Construction Contract, and the Replacement Contractor shall have no liability for the obligations of the Contractor arising prior to the date of such Construction Contract Assignment, provided the foregoing shall not limit the rights of Hospital to subsequently deduct from payments owing by Hospital under the Construction Contract those amounts which it would otherwise be entitled to deduct under the Construction Contract. 7.4 At the time of a Construction Contract Assignment or the entering into of a Replacement Construction Contract under Section 7.3, unless Agent transfers the shares of Project Co to the Replacement Contractor pursuant to its rights under the Lending Agreements, the Replacement Contractor shall be required to form a substitute Project Co (the “Substitute Project Co”). If a Substitute Project Co is formed, then Agent shall assign the interests of Project Co under the Lending Agreements and the Implementing Agreements to Substitute Project Co or make such other arrangements under which Substitute Project Co stands in the place of Project Co under the Lending Agreements and the Implementing Agreements. 7.5 During the Step-In Period, Hospital shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Construction Contract. Project Co agrees to be bound by all such dealings between Hospital and Appointed Representative to the same extent as if they had been between Hospital and Project Co. 7.6 The Hospital may provide a notice in writing (the “Hospital Default Notice”) to the Surety under this Lender’s Direct Agreement, stating that the Hospital is thereby entitled to exercise all rights and to take all benefits of the Obligee, to the exclusion of Project Co and the Agent at any time that Hospital is, in accordance with Section 6.2, entitled to terminate the Construction Contract or exercise any other rights or remedies for a Construction Event of Default. 7.7 For greater certainty, Agent acknowledges and agrees that its rights as Obligee under the performance bond (being a component of the Construction Security) shall be limited to the enforcement (for the purpose of completing or arranging for the completion of the unperformed obligations of the Contractor under the Construction Contract) of the obligations of the Surety as more particularly described in the performance bond and are subject to the Agent’s obligation as an Obligee to pay the balance of the Contract price (“Obligee”, “Surety”, “Principal” and “balance of the Contract price” having the meanings given to them under the performance bond). If the Agent receives any benefit from the Surety under the performance bond or from the insurer under the Subguard Policy (being a component of the Construction Security) that is not applied to the Work and fails to complete or cause to have completed the obligations of the Contractor under the Construction Contract the Agent shall pay to the Owner an amount equal to the lesser of (a) the amount of the benefit obtained by the Agent from the Surety or from the insurer under the Subguard Policy and not applied to the Work and (b) the Owner’s costs of obtaining the completion of the unperformed obligations of the Contractor under the Construction Contract.