Common use of Parties’ Entitlements Upon Occurrence of a Force Majeure Event Clause in Contracts

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if at any time a Force Majeure Event has occurred and the Applicant has given the other party and Operations Co a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority Authority, except as provided for in this Section 8.6) under this Project Agreement arising from any delay or failure in performing any of its obligations under this AgreementProject Agreement to the extent resulting from the Force Majeure Event, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Availability Payments to the extent that the performance or other criteria for Service Availability Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement System Completion Date, the Project Schedule will be amended and the Target Service Commencement Site Completion Dates, Target Ring Completion Dates, Target System Completion Date, the Outside Ring Completion Dates and Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Expiration Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Project Agreement by notice to the other partyparty and Operations Co; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Project Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 15 Business Days after the date of receipt of such notice stating that it requires this Project Agreement to continue. If the Authority gives Project Co such response then, in which case: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Project Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Supervening Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Project Agreement by notice to Project Co and Operations Co; and (4) Project Co may at any time so long as the Compensation Supervening Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), terminate this Project Agreement by notice to the Authority; (e) if this Project Agreement is terminated pursuant to Section 8.6(c) or Sections ), 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 4 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(bSection 12.1(g) or 12.1(h) or Sections 6.7 or 6.8 Section 6.4 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if If at any time a Force Majeure Event has occurred and the Applicant has given complied with Section 8.2 (Procedures Upon the other party Occurrence of a Supervening Event Notice related thereto:Event): (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Service Commencement Date, the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and itit or any effect persists, or its effects, persists or is likely to persist persist, for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, and subject to Section 14.2, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date on which the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may may, subject to Section 14.2 (Continued Performance), terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), subject to Section 14.2 (Continued Performance), terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 6 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. ‌ Subject to Section 8.128.12 [Delay in Notification], if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.68.6 [Parties' Entitlements Upon Occurrence of a Force Majeure Event]) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party;party;‌ (d) if Project Co gives notice to the Authority under Section 8.6(c) [Parties' Entitlements Upon Occurrence of a Force Majeure Event] terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then:then:‌ (1i) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2ii) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred;occurred;‌ (3iii) at any time so long as the Compensation Event referred to in Section 8.6(d)(28.6(d)(ii) [Parties' Entitlements Upon Occurrence of a Force Majeure Event] is continuing, the Authority may terminate this Agreement by notice to Project Co; andand‌‌ (4iv) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(28.6(d)(ii) [Parties' Entitlements Upon Occurrence of a Force Majeure Event] is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c)) [Parties' Entitlements Upon Occurrence of a Force Majeure Event], terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(38.6(d)(iii) or 8.6(d)(4)8.6(d)(iv) [Parties' Entitlements Upon Occurrence of a Force Majeure Event], Project Co will be entitled to compensation on such termination in accordance with Section 5 [No- Fault Termination] of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 [Parties' Entitlements Upon Occurrence of a Force Majeure Event] will not be counted for the purposes of Sections Section 11.1(b) [Authority Step-in Rights] or 12.1(h) [Project Co Events of Default] or Sections 6.7 Section 9.7 [Limitation on Project Co's Remedies] or 6.8 9.8 [Limits on Monetary Compensation] of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if If at any time a Force Majeure Event has occurred and the Applicant has given complied with Section 8.2 (Procedures Upon the other party Occurrence of a Supervening Event Notice related thereto:Event): (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Service Commencement Date, the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and itit or any effect persists, or its effects, persists or is likely to persist persist, for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, and subject to Section 14.2, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date on which the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may may, subject to Section 14.2 (Continued Performance), terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c) above, subject to Section 14.2 (Continued Performance), terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 6 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if If at any time a Force Majeure Event has occurred and the Applicant has given complied with Section 8.2 (Procedures Upon the other party Occurrence of a Supervening Event Notice related thereto:Event): (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Service Commencement Date, the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and itit or any effect persists, or its effects, persists or is likely to persist persist, for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, and subject to Section 14.2, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date on which Project Co delivered the Force Majeure Event first occurredtermination notice pursuant to Section 8.6(c); (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may may, subject to Section 14.2 (Continued Performance), terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c) above, subject to Section 14.2 (Continued Performance), terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 6 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the any applicable School Service Commencement Date, the Project Schedule will be amended and the School Target Service Commencement Date, the School Longstop Date and the dates for move-in as set out in the Facility School Move-in Schedule Schedule, in each case as they apply to the affected School, as well as the Target Service Commencement Date, will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to effects persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time thereafter, so long as such Force Majeure Event is, or such effect is, continuingcontinuing and, terminate this Agreement subject to Section 14.3, either party may, if: (1) fewer than 5 Schools are continuing to be affected by such Force Majeure Event, give notice to the other partyparty to remove from the Project the School or Schools that are continuing to be affected by such Force Majeure Event, (in which case the provisions of Section 6 (Inventory Reduction) of Schedule 6 [Changes] will apply); or (2) more than 4 Schools are continuing to be affected by such Force Majeure Event, give notice to the other party terminating this Agreement; (d) if Project Co gives notice to the Authority under Section 8.6(c8.6(c)(2) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), 8.6(c)(2) terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c8.6(c)(2) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 4.1 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 5.7 or 6.8 5.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if If at any time a Force Majeure Event has occurred and the Applicant has given complied with Section 8.2 (Procedures Upon the other party Occurrence of a Supervening Event Notice related thereto:Event): (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Final Service Commencement Date, the Project Schedule will be amended and the each relevant Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and itit or any effect persists, or its effects, persists or is likely to persist persist, for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, and subject to Section 14.2, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date on which Project Co delivered the Force Majeure Event first occurredtermination notice pursuant to Section 8.6(c); (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may may, subject to Section 14.2 (Continued Performance), terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c) above, subject to Section 14.2 (Continued Performance), terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 6 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if If at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.129.12 of this Agreement, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority BC Hydro except as provided for in this Section 8.69.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority BC Hydro to make Deductions and the Authority BC Hydro will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Work Program and Schedule will be amended and the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule completion of the Phases will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority BC Hydro under Section 8.6(c9.6(c) of this Agreement terminating this Agreement, the Authority BC Hydro will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority BC Hydro gives Project Co such response then: (1i) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2ii) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3iii) at any time so long as the Compensation Event referred to in Section 8.6(d)(29.6(d)(ii) of this Agreement is continuing, the Authority BC Hydro may terminate this Agreement by notice to Project Co; and (4iv) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].in

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.128.11, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority Owner except as provided for in this Section 8.68.5) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Target Service Commencement Date, Date and the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority Owner under Section 8.6(c8.5(c) terminating this Agreement, the Authority Owner will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority Owner gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(28.5(d)(2) is continuing, the Authority Owner may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(28.5(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c8.5(c), terminate this Agreement by notice to the Authority;Owner; and (e) if this Agreement is terminated pursuant to Section 8.6(c8.5(c) or Sections 8.6(d)(38.5(d)(3) or 8.6(d)(48.5(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 4 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make First Facility Service Payments and Service Payments to the extent that the performance or other criteria for Service Payments therefor are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the First Facility Completion Date or the Service Commencement Date, the Project Schedule will be amended and the Target First Facility Completion Date, the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), ) terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Sections 8.1(b) and 8.12 [Delay in Notification] and to the Applicant’s obligations under Section 8.123.1 [Mitigation By Province] or Section 4.10 [Mitigation By Project Co], as applicable, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related theretooccurs: (a) to the extent that, and for so long as, the performance of any obligation under this Agreement by the Applicant is relieved from any liability or consequence (including termination negatively affected by the Authority except Force Majeure (other than those obligations arising as provided a result of the Force Majeure Event, including Project Co’s obligations under Section 6.15 [Restoration and Reinstatement of Damage or Destruction]): (i) without limiting the Province’s right to terminate this Agreement pursuant to Section 14.2 [Termination for in Convenience], the Province shall not exercise any right that it would otherwise have under this Section 8.6) under Agreement to terminate this Agreement arising from any delay or failure the Applicant’s inability to perform such obligation (other than as expressly provided for in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria Section 8.6 [Termination for Service Payments are met notwithstanding the Force Majeure Event;] or Section 8.7 [Termination for Damage or Destruction]); and (bii) if the Applicant is Project Co and Co, no NCE Points or Default Points shall be assigned in respect of any such affected performance; and (b) if it has been agreed or determined that the Force Majeure Event occurs has resulted or will result in a delay to the occurrence of the SC1 Substantial Completion Date, the SC2 Substantial Completion Date, the SC3 Substantial Completion Date and/or the Total Completion Date, then if the Compensation Event occurs: (i) prior to the Service Commencement SC1 Substantial Completion Date, then the Project Schedule will SC1 Substantial Completion Target Date shall be amended and postponed; (ii) after the SC1 Substantial Completion Date but prior to the SC2 Substantial Completion Target Service Commencement Date, then the Longstop SC2 Substantial Completion Target Date and shall be postponed; (iii) after the dates for move-SC1 Substantial Completion Date but prior to the SC3 Substantial Completion Target Date, then the SC3 Substantial Completion Target Date shall be postponed; (iv) after the SC3 Substantial Completion Date but prior to the Total Completion Target Date, then the Total Completion Target Date shall be postponed, in each case by or for, as set out in the Facility Move-in Schedule will be postponed by case may be, such time as is reasonable in the circumstances to take account solely of the effect of the delay caused caused, or that will be caused, by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as achievement of the relevant date or dates, and in each case the Force Majeure Event first occurred; (3) at Project Schedule shall be amended accordingly to reflect such postponement, including any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period resulting postponement of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications]other related milestone dates set out therein.

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to the Pass-Down Provisions and Section 8.12, if at any time a Force Majeure Event has occurred and the Applicant has given the other party and the Authority a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority Project Co, except as provided for in this Section 8.6) under this Project Implementation Agreement arising from any delay or failure in performing any of its obligations under this AgreementProject Implementation Agreement to the extent resulting from the Force Majeure Event, except that nothing will affect any entitlement of the Authority Project Co to make Deductions and the Authority Project Co will only be obligated to make Service Operations Co Payments to the extent that the performance or other criteria for Service Operations Co Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Operations Co and the Force Majeure Event occurs prior to the Service Commencement System Completion Date, the Project Schedule will be amended and the Target Service Commencement Site Completion Dates, Target Ring Completion Dates, Target System Completion Date, the Outside Ring Completion Dates and Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by if, and only to the extent that, such time as is reasonable in the circumstances dates are postponed pursuant to take account Section 8.6(b) of the effect of the delay caused by the Force Majeure EventProject Agreement, but the Expiry Expiration Date will not be extended; (c) if a Force Majeure Event occurs Project Co has become entitled to terminate the Project Agreement pursuant to Section 8.6(c) thereof: 34985-2017 25902380.4 Amended and itRestated Project Implementation Agreement NG-KIH Project (1) Operations Co may, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time thereafter so long as such Force Majeure Event is, or such effect is, continuing, terminate this Project Implementation Agreement by notice to Project Co, in which case Project Co will exercise its right to terminate the other partyProject Agreement; and (2) Project Co may not exercise its right to terminate the Project Agreement without the prior written consent of Operations Co, in its sole discretion; (d) Operations Co acknowledges and agrees that, if Operations Co gives notice to Project Co under Section 8.6(c) terminating this Project Implementation Agreement and, as a result, Project Co gives notice to the Authority under Section 8.6(c) of the Project Agreement terminating this the Project Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 15 Business Days after the date of receipt of such notice stating that it requires this the Project Agreement to continue. If the Authority gives Project Co such response then, in which case: (1) Project Operations Co’s termination notice to Project Co under Section 8.6(c) will be deemed null and void and Project Operations Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Project Implementation Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Supervening Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this the Project Agreement by notice to Project Co, in which case this Project Implementation Agreement will terminate automatically; and (4) Project Operations Co may may, at any time so long as the Compensation Supervening Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Operations Co delivered the termination notice to Project Co pursuant to Section 8.6(c), terminate this Project Implementation Agreement by notice to Project Co, in which case Project Co will exercise its right to terminate the AuthorityProject Agreement; (e) if this the Project Agreement is terminated pursuant in accordance with Section 8.6 thereof, this Project Implementation Agreement will automatically terminate and Operations Co will, subject to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4)the Pass-Down Provisions, Project Co will be entitled to compensation on such termination as provided in accordance with Section 5 4 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Operations Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(bSection 12.1(g) or 12.1(h) or Sections 6.7 or 6.8 Section 6.4 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. ‌ Subject to Section 8.12, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Project Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a the Force Majeure Event occurs and itEvent, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time thereafter, so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement either party may, if: (1) fewer than six Buildings are continuing to be effected by such Force Majeure Event, give notice to the other party;party to remove from the Project the Building or Buildings continuing to be effected by such Force Majeure Event in which case such notice will be deemed to be an Inventory Reduction Notice to which the provisions of Section 7.3 and Section 7.4 of Schedule 6 [Changes] will apply; or (2) more than five Buildings are continuing to be effected by such Force Majeure Event , give notice to the other party terminating this Agreement;‌ (d) if Project Co gives notice to the Authority under Section 8.6(c8.6(c)(2) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then:then:‌ (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred;occurred;‌ (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c8.6(c)(2), terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4)this 8.6, Project Co will be entitled to compensation on such termination in accordance with Section 5 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. ‌ Subject to Section 8.12, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party;party;‌ (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then:then:‌ (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred;occurred;‌ (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; andand‌ (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), ) terminate this Agreement by notice to the Authority;Authority;‌‌ (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 4 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 5.7 or 6.8 5.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), ) terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 4 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 5.7 or 6.8 5.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.128.12 [Delay in Notification], if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto:, then to the extent that, and for so long as, Project Co is delayed or prevented by the Force Majeure Event from performing any obligation under this Agreement (other than those obligations arising as a result of the Force Majeure Event): (a) the Applicant is relieved from any liability or consequence (consequence, including termination by BC Hydro, or the Authority awarding of NPE Points or Default Points, except as provided for in this Section 8.6) 8.6 [Parties’ Entitlements Upon the Occurrence of a Force Majeure Event]), under this Agreement arising from any such delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of BC Hydro to award NPE Points and Default Points in respect of other concurrent events or circumstances that are unrelated to the Authority to make Deductions said Force Majeure Event and the Authority BC Hydro will only be obligated to make Service Availability Payments to the extent that the performance or other criteria for Service Availability Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Total Completion Date, the Project Schedule will be amended and the Target Service Commencement Date, the Service Commencement Longstop Date each Target Commercial Operation Date, the Target Bypass System Completion Date, the date for completion of the Performance Verification Tests, the Target Total Completion Date and the dates for move-in as set out in the Facility Move-in Schedule Total Completion Longstop Date will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority BC Hydro under Section 8.6(c) [Parties’ Entitlements Upon the Occurrence of a Force Majeure Event] terminating this Agreement, the Authority BC Hydro will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority BC Hydro gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) [Parties’ Entitlements Upon the Occurrence of a Force Majeure Event] is continuing, the Authority BC Hydro may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) [Parties’ Entitlements Upon the Occurrence of a Force Majeure Event] is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c)) [Parties’ Entitlements Upon the Occurrence of a Force Majeure Event], terminate this Agreement by notice to the AuthorityBC Hydro; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4)) [Parties’ Entitlements Upon the Occurrence of a Force Majeure Event], Project Co will be entitled to compensation on such termination in accordance with Section 5 4 [No Fault Termination] of Schedule 9 16 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief Forced Outages arising from such delay or failure in performing any of its obligations under this Section 8.6 will Agreement shall not be counted for the purposes of Sections 11.1(b11.1(c) or 12.1(h(d) [BC Hydro’s Step-in Rights] or Sections 12.1(j) or Sections 6.7 or 6.8 (k) [Project Co Events of Schedule 4 [Services Protocols and SpecificationsDefault].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.128.12 [Delay in Notification], if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority Province or indemnification of the Province except as provided for in this Section 8.68.6 [Parties' Entitlements Upon Occurrence of a Force Majeure Event]) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority Province to make Deductions and the Authority Province will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority Province under Section 8.6(c) [Parties' Entitlements Upon Occurrence of a Force Majeure Event] terminating this Agreement, the Authority Province will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority Province gives Project Co such response then: (1i) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2ii) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3iii) at any time so long as the Compensation Event referred to in Section 8.6(d)(28.6(d)(ii) [Parties' Entitlements Upon Occurrence of a Force Majeure Event] is continuing, the Authority Province may terminate this Agreement by notice to Project Co; and (4iv) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(28.6(d)(ii) [Parties' Entitlements Upon Occurrence of a Force Majeure Event] is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c)) [Parties' Entitlements Upon Occurrence of a Force Majeure Event], terminate this Agreement by notice to the AuthorityProvince; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(38.6(d)(iii) or 8.6(d)(4)8.6(d)(iv) [Parties' Entitlements Upon Occurrence of a Force Majeure Event], Project Co will be entitled to compensation on such termination in accordance with Section 5 4 [No- Fault Termination] of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 [Parties' Entitlements Upon Occurrence of a Force Majeure Event] will not be counted for the purposes of Sections Section 11.1(b) [Province Step-in Rights] or 12.1(h) [Project Co Events of Default] or Sections 6.7 Section 9.7 [Limitation on Project Co's Remedies] or 6.8 of Schedule 4 9.8 [Services Protocols and SpecificationsLimits on Monetary Compensation].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.128.11, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority PUC except as provided for in this Section 8.68.5) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments Agreement to the extent that the performance or other criteria for Service Payments are met notwithstanding caused directly by the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Date, the Project Schedule will be amended and the Target Service Commencement Date, the Longstop Date and the dates for move-in as set out in the Facility Move-in Schedule Expiry Date will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party PUC may at any time time, so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other partyProject Co; (d) if If PUC fails to give notice to Project Co gives notice to the Authority under Section 8.6(c8.5(c) terminating this Agreement, the Authority will have the option either Agreement within 60 days pursuant to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response thenSection 8.5: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(28.5(d)(2) is continuing, the Authority PUC may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(28.5(d)(2) is continuing after has continued for a further period of 180 360 days after the date on which Project Co the Supervening Event Notice was delivered the termination notice pursuant to this Section 8.6(c)8.5, terminate this Agreement by notice to the Authority;PUC; and (e) if this Agreement is terminated pursuant to Section 8.6(c8.5(c) or Sections 8.6(d)(38.5(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Section 8.12, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the any applicable School Service Commencement Date, the Project Schedule will be amended and the School Target Service Commencement Date, the School Longstop Date and the dates for move-in as set out in the Facility School Move-in Schedule Schedule, in each case as they apply to the affected School, as well as the Target Service Commencement Date, will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to effects persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time thereafter, so long as such Force Majeure Event is, or such effect is, continuingcontinuing and, terminate this Agreement subject to Section 14.3, either party may, if: (1) only 1 School is continuing to be affected by such Force Majeure Event, give notice to the other partyparty to remove from the Project the School that is continuing to be affected by such Force Majeure Event, (in which case the provisions of Section 6 (Inventory Reduction) of Schedule 6 [Changes] will apply); or (2) more than 1 School is continuing to be affected by such Force Majeure Event, give notice to the other party terminating this Agreement; (d) if Project Co gives notice to the Authority under Section 8.6(c8.6(c)(2) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred; (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), 8.6(c)(2) terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c8.6(c)(2) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 4.1 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 5.7 or 6.8 5.8 of Schedule 4 [Services Protocols and Specifications].

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. Subject to Sections 8.1(b) and 8.12 [Delay in Notification] and to the Applicant’s obligations under Section 8.123.1 [Mitigation By Province] or Section 4.10 [Mitigation By Project Co], as applicable, if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related theretooccurs: (a) to the extent that, and for so long as, the performance of any obligation under this Agreement by the Applicant is negatively affected by the Force Majeure (other than those obligations arising as a result of the Force Majeure Event, including Project Co’s obligations under Section 6.15 [Restoration and Reinstatement of Damage or Destruction]): (i) the Applicant shall be relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.6) under this Agreement arising from the Applicant’s inability to perform such obligation and, without limiting the Province’s right to terminate this Agreement pursuant to Section 14.2 [Termination for Convenience], neither party shall exercise any delay or failure in performing any of its obligations right that it would otherwise have under this Agreement, except that nothing will affect any entitlement of the Authority Agreement to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or terminate this Agreement (other criteria than as expressly provided for Service Payments are met notwithstanding the in Section 8.6 [Termination for Force Majeure Event;] or Section 8.7 [Termination for Damage or Destruction]); and (bii) if the Applicant is Project Co and Co, no NCE Points or Default Points shall be assigned in respect of any such affected performance; and (b) if it has been agreed or determined that the Force Majeure Event occurs has resulted or will result in a delay to the occurrence of: (i) the Substantial Completion Date, the Total Completion Date, the On-Time Performance Demonstration Completion Date or the TIDS Performance Demonstration Completion Date, then if the Force Majeure Event occurs: (A) prior to the Substantial Completion Date, then the Substantial Completion Target Date shall be postponed; (B) after the Substantial Completion Date but prior to the Total Completion Target Date, then the Total Completion Target Date shall be postponed; or (C) after the Service Commencement Date, then the Project Schedule will be amended and the Total Completion Target Service Commencement Date, the Longstop On-Time Performance Demonstration Completion Target Date and or the dates for move-TIDS Performance Demonstration Completion Target Date, as the case may be, shall be postponed, in each case by or for, as set out in the Facility Move-in Schedule will be postponed by case may be, such time as is reasonable in the circumstances to take account solely of the effect of the delay caused caused, or that will be caused, by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party; (d) if Project Co gives notice to the Authority under Section 8.6(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then: (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as achievement of the relevant date or dates, and in each case the Force Majeure Event first occurred; (3) at Project Schedule shall be amended accordingly to reflect such postponement, including any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; and (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(2) is continuing after a further period resulting postponement of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c), terminate this Agreement by notice to the Authority; (e) if this Agreement is terminated pursuant to Section 8.6(c) or Sections 8.6(d)(3) or 8.6(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications]other related milestone dates set out therein.

Parties’ Entitlements Upon Occurrence of a Force Majeure Event. ‌ Subject to Section 8.128.11 (Delay in Notification), if at any time a Force Majeure Event has occurred and the Applicant has given the other party a Supervening Event Notice related thereto: (a) the Applicant is relieved from any liability or consequence (including termination by the Authority except as provided for in this Section 8.68.5) under this Agreement arising from any delay or failure in performing any of its obligations under this Agreement, except that nothing will affect any entitlement of the Authority to make Deductions and the Authority will only be obligated to make Service Payments to the extent that the performance or other criteria for Service Payments are met notwithstanding the Force Majeure Event; (b) if the Applicant is Project Co and the Force Majeure Event occurs prior to the Service Commencement Substantial Completion Date, the Project Schedule will be amended and the Target Service Commencement CPPS Substantial Completion Date and/or the Target SFB Expansion Substantial Completion Date and/or the Target New Tower Substantial Completion Date, the Longstop Date and the relevant dates for move-in as set out in the Facility Move-in Schedule Schedules will be postponed by such time as is reasonable in the circumstances to take account of the effect of the delay caused by the Force Majeure Event, but the Expiry Date will not be extended; (c) if a Force Majeure Event occurs and it, or its effects, persists or is likely to persist for more than 180 days after the date a Supervening Event Notice related thereto is delivered by the Applicant, either party may at any time so long as such Force Majeure Event is, or such effect is, continuing, terminate this Agreement by notice to the other party;party;‌ (d) if Project Co gives notice to the Authority under Section 8.6(c8.5(c) terminating this Agreement, the Authority will have the option either to accept such notice or to respond in writing on or before the date falling 10 Business Days after the date of receipt of such notice stating that it requires this Agreement to continue. If the Authority gives Project Co such response then:then:‌ (1) Project Co’s termination notice will be deemed null and void and Project Co, insofar as it is able to do so, will continue to perform its obligations in accordance with the provisions of this Agreement; (2) the Force Majeure Event will be deemed to constitute a Compensation Event occurring as of the date the Force Majeure Event first occurred;occurred;‌ (3) at any time so long as the Compensation Event referred to in Section 8.6(d)(28.5(d)(2) is continuing, the Authority may terminate this Agreement by notice to Project Co; andand‌ (4) Project Co may at any time so long as the Compensation Event referred to in Section 8.6(d)(28.5(d)(2) is continuing after a further period of 180 days after the date on which Project Co delivered the termination notice pursuant to Section 8.6(c8.5(c), terminate this Agreement by notice to the Authority;; and‌ (e) if this Agreement is terminated pursuant to Section 8.6(c8.5(c) or Sections 8.6(d)(38.5(d)(3) or 8.6(d)(48.5(d)(4), Project Co will be entitled to compensation on such termination in accordance with Section 5 4 (No Fault Termination) of Schedule 9 [Compensation on Termination]; and (f) Deductions made while Project Co is entitled to relief under this Section 8.6 will not be counted for the purposes of Sections 11.1(b) or 12.1(h) or Sections 6.7 or 6.8 of Schedule 4 [Services Protocols and Specifications].