Common use of Permits, Licences and Approvals Clause in Contracts

Permits, Licences and Approvals. 3.5.1 The Concessionaire will at its sole cost: 3.5.1.1 obtain all Permits, Licences and Approvals (other than Province Permits, Licences and Approvals, but including, for greater certainty, all permissions, consents, approvals, certificates, permits, licences, statutory agreements and authorizations and all consents, approvals and agreements from third parties required under or pursuant to any Province Permits, Licences and Approvals); 3.5.1.2 renew or extend, as applicable, all Permits, Licences and Approvals (including Province Permits, Licences and Approvals unless otherwise indicated in Part 5 of Schedule 5 [List of Permits, Licences and Approvals]); and 3.5.1.3 comply with and maintain in good standing each Permit, Licence and Approval (including each Province Permit, Licence and Approval) in accordance with its terms including complying with all requirements and obligations in respect of Province Permits, Licences and Approvals set forth or referred to in Part 5 of Schedule 5 [List of Permits, Licences and Approvals], other than those identified in Schedule 12 [Concessionaire’s Environmental Obligations] as being the responsibility of the Province. 3.5.2 Where Permits, Licences and Approvals required to be obtained by the Concessionaire have requirements that may impose any conditions, liabilities, obligations or costs on the Province or BCTFA, the Concessionaire will not obtain such Permits, Licences and Approvals without the prior consent of the Province or BCTFA (as the case may be) (such consent not to be unreasonably withheld or delayed) and the Concessionaire will indemnify and hold the Province or BCTFA (as the case may be) harmless in respect of, the satisfaction and performance of all such conditions, liabilities and obligations and for the payment of all such costs; provided, however, that neither the Province nor BCTFA will be responsible for obtaining or for the failure of the Concessionaire to obtain any such Permit, Licence or Approval. 3.5.3 Each of the Province and BCTFA will at the Concessionaire’s cost provide all information and administrative assistance as the Concessionaire may reasonably request and it may reasonably be able to provide in connection with the application for or the renewal or extension of any Permit, Licence and Approval, and, if requested, will execute such applications as are required to be in its name, to assist the Concessionaire in obtaining, renewing or extending the Permit, Licence or Approval. The Concessionaire, notwithstanding any such assistance provided by the Province or BCTFA, but subject to paragraphs (t) and (u) in the definition of Compensation Event in Schedule 1 [Definitions and Interpretation], will indemnify and hold the Province and BCTFA harmless in respect of all reasonable costs of obtaining, renewing or extending and complying with any Permits, Licences and Approvals required to be obtained, renewed or extended by the Concessionaire whether obtained, renewed or extended in the name of the Concessionaire (or any of its agents, contractors or subcontractors of any tier) or in the name of the Province or BCTFA or in the names of both the Concessionaire (or any of its agents, contractors or subcontractors of any tier) and the Province or BCTFA. 3.5.4 The Concessionaire at its expense will provide such information, documentation and administrative assistance as may be requested by the Province and as the Concessionaire may reasonably be able to provide and, if requested, will execute such applications as are required to be in its name, to enable the Province or BCTFA to apply for, obtain and (where applicable) renew or extend, and (without limiting the Concessionaire’s obligations under Section 3.5.1) to comply with and demonstrate compliance with requirements and obligations under, Province Permits, Licences and Approvals. 3.5.5 Where a delay is anticipated and/or occurs in the obtaining of any Permit, Licence or Approval and such delay or anticipated delay, as the case may be, was not caused by any wrongful act or omission of the Concessionaire, the Province, at the request of the Concessionaire, will immediately use all reasonable efforts (but bearing no responsibility for success or failure) to expedite the Concessionaire obtaining such Permit, Licence or Approval. 3.5.6 Without limiting any of its other obligations hereunder, the Concessionaire acknowledges and agrees to observe and comply with the DFO Initial Authorization including at its cost providing any mitigation measures or paying any compensation, other than those terms and conditions of the DFO Initial Authorization set out in Schedule 12 [Concessionaire’s Environmental Obligations] and identified as being the responsibility of the Province, and the standards and practices described therein and with any other standards, practices and requirements applicable from time to time in connection with any authorizations obtained or required to be obtained (whether in the name of the Concessionaire, the Province or both of them) under sub­section 35(2) or any other provisions of the Fisheries Act (Canada) in respect of the Works and the Decommissioning and any other works carried out as part of the Undertakings. 3.5.7 The Concessionaire will indemnify and hold the Province and BCTFA harmless in respect of any and all Losses and Claims which the Province or BCTFA may suffer or incur arising out of: 3.5.7.1 the performance by the Concessionaire of this Agreement not in accordance with, or any breach by the Concessionaire of the requirements of, any Permits, Licences and Approvals, (including any Province Permits, Licences and Approvals), Laws and Regulations or requirements of Governmental Authorities, except to the extent that such failure to perform or breach by the Concessionaire was caused by or arose as a result of any breach of the terms of any of the Permits, Licences and Approvals by the Province and/or BCTFA or those for whom the Province and/or BCTFA is responsible at law; 3.5.7.2 any failure of the Concessionaire to obtain and, as applicable, renew or extend all necessary Permits, Licences and Approvals (other than any Province Permits, Licences and Approvals) required by applicable Laws and Regulations in accordance with its obligations under Section 3.5.1, except to the extent that such failure was caused by or arose as a result of any breach of the terms of any of the Permits, Licences and Approvals by the Province and/or BCTFA or those for whom the Province and/or BCTFA is responsible at law; 3.5.7.3 any inability of the Province or BCTFA to obtain or, as applicable, renew or extend any Province Permit, Licence and Approval or any increased cost to the Province or BCTFA of obtaining or, as applicable, renewing or extending any Province Permit, Licence and Approval as a result of a Concessionaire Change, or any act or omission of the Concessionaire or any of its agents, contractors or subcontractors of any tier or the employees of any of them; and /or 3.5.7.4 any cost to the Province or BCTFA of complying with any condition(s) included in any Province Permit, Licence and Approval to the extent that such condition(s) were included in the relevant Province Permit, Licence and Approval as a result of a Concessionaire Change or any act or omission of the Concessionaire of any of its agents, contractors or subcontractors of any tier or the employees to any of them.

Permits, Licences and Approvals. 3.5.1 The Concessionaire will at its sole cost: 3.5.1.1 obtain all Permits, Licences and Approvals (other than Province Permits, Licences and Approvals, but including, for greater certainty, all permissions, consents, approvals, certificates, permits, licences, statutory agreements and authorizations and all consents, approvals and agreements from third parties required under or pursuant to the Environmental Assessment Certificate or any Province Permits, Licences and Approvals);Approvals); 3.5.1.2 renew or extend, as applicable, all Permits, Licences and Approvals (including Province Permits, Licences and Approvals unless otherwise indicated in Part 5 of Schedule 5 [List of Permits, Licences and Approvals]); Approvals; and 3.5.1.3 comply with and maintain in good standing each Permit, Licence and Approval (including each Province Permit, Licence and Approval) in accordance with its terms including including, without limiting the generality of the foregoing, complying with all requirements and obligations in respect of Province Permits, Licences and Approvals set forth or referred to in Part 5 8 of Schedule 5 [List of Province Permits, Licences and Approvals], other than those identified in Schedule 12 [Concessionaire’s Environmental Obligations] as being the responsibility of the Province. 3.5.2 Where Permits, Licences and Approvals required to be obtained by the Concessionaire have requirements that may impose any conditions, liabilities, obligations or costs on the Province or BCTFABCTFA or on any person other than the Concessionaire, the Concessionaire will not obtain such Permits, Licences and Approvals without the prior consent of the Province or BCTFA (as the case may be) (such consent not to be unreasonably withheld withheld) or delayed) the other person and the Concessionaire will be responsible for, and will indemnify and hold the Province Province, BCTFA or BCTFA such other person (as the case may be) harmless in respect of, the satisfaction and performance of all such conditions, liabilities and obligations and for the payment of all such costs; costs; provided, however, that neither the Province nor BCTFA will be responsible for obtaining or for the failure of the Concessionaire to obtain any such Permit, Licence or Approval. 3.5.3 Each Where the Concessionaire is unable to apply for or to renew or extend one of the Permits, Licences and Approvals required to be obtained, renewed or extended by the Concessionaire without obtaining information or administrative assistance from the Province or BCTFA, or without submitting the application for such Permit, Licence or Approval or renewal or extension in the Province’s or BCTFA’s name, each of the Province and BCTFA will at the Concessionaire’s cost provide all such information and administrative assistance as the Concessionaire may reasonably request and it may reasonably be able to provide in connection with the application for or the renewal or extension of any Permit, Licence and Approval, and, if requested, will execute such applications as are required to be in its name, to assist the Concessionaire in obtaining, renewing or extending the Permit, Licence or Approval. The Concessionaire, notwithstanding any such assistance provided by the Province or BCTFA, but subject to paragraphs (t) will be responsible for and (u) in the definition of Compensation Event in Schedule 1 [Definitions and Interpretation], will indemnify and hold the Province and BCTFA harmless in respect of all reasonable costs of obtaining, renewing or renewing, extending and complying with any Permits, Licences and Approvals required to be obtained, renewed or extended by the Concessionaire Concessionaire, whether obtained, renewed or extended in the name of the Concessionaire (or any of its agents, contractors or subcontractors of any tier) or in the name of the Province or BCTFA or in the names of both the Concessionaire (or any of its agents, contractors or subcontractors of any tier) and the Province or BCTFA. 3.5.4 The Concessionaire at its expense will provide such information, documentation and administrative assistance as may be requested by the Province and as the Concessionaire may reasonably be able to provide and, if requested, will execute such applications as are required to be in its name, to enable the Province or BCTFA to apply for, obtain and (where applicable) renew or extend, and (without limiting the Concessionaire’s obligations under Section 3.5.1) to comply with and demonstrate compliance with requirements and obligations under, Province Permits, Licences and Approvals. 3.5.5 Where a delay is anticipated and/or occurs in the obtaining of any Permit, Licence or Approval and such delay or anticipated delay, as the case may be, was not caused by any wrongful act or omission of the Concessionaire, the Province, at the request of the Concessionaire, will immediately use all reasonable efforts (but bearing no responsibility for success or failure) to expedite the Concessionaire obtaining such Permit, Licence or Approval. 3.5.6 Without limiting any of its other obligations hereunder, the Concessionaire acknowledges and agrees to observe and comply with the DFO Initial Authorization including at its cost providing any mitigation measures or paying any compensation, other than those terms and conditions of the DFO Initial Authorization set out in Schedule 12 [Concessionaire’s Environmental Obligations] and identified as being the responsibility of the Province, Fisheries Xxx 0000 Letter and the standards and practices described therein and with any other standards, practices and requirements applicable from time to time in connection with any authorizations Authorizations obtained or required to be obtained (whether in the name of the Concessionaire, the Province or both of them) under sub­section sub-section 35(2) or any other provisions of the Fisheries Act (Canada) in respect of the Works and the Decommissioning and any other works carried out as part of the UndertakingsOperations. 3.5.7 3.5.6 The Concessionaire will indemnify and hold the Province and BCTFA harmless in respect of any and all Losses and Claims which the Province or BCTFA may suffer or incur arising out of: 3.5.7.1 3.5.6.1 the performance by the Concessionaire of this Agreement not in accordance with, or any breach by the Concessionaire of the requirements of, any Permits, Licences and Approvals, Approvals (including any Province Permits, Licences and Approvals), Laws and Regulations or requirements of Governmental Authorities, except to the extent that such failure to perform or breach by the Concessionaire was caused by or arose as a result of any breach of the terms of any of the Permits, Licences and Approvals by the Province and/or BCTFA or those for whom the Province and/or BCTFA is responsible at law;; 3.5.7.2 3.5.6.2 any failure of the Concessionaire to obtain and, as applicable, renew or extend all necessary Permits, Licences and Approvals (other than any Province Permits, Licences and Approvals) required by applicable Laws and Regulations or Governmental Authorities in accordance with its obligations under Section 3.5.1, except to the extent that such failure was caused by or arose as a result of any breach of the terms of any of the Permits, Licences and Approvals by the Province and/or BCTFA or those for whom the Province and/or BCTFA is responsible at law;; 3.5.7.3 3.5.6.3 any inability of the Province or BCTFA to obtain or, as applicable, renew or extend any Province Permit, Licence and Approval or any increased cost to the Province or BCTFA of obtaining or, as applicable, renewing or extending any Province Permit, Licence and Approval as a result of a Concessionaire Change, Change or any act or omission of the Concessionaire or any of its agents, contractors or subcontractors of any tier or the employees of any of them; and /orthem; and/or 3.5.7.4 3.5.6.4 any cost to the Province or BCTFA of complying with any condition(s) included in any Province Permit, Licence License and Approval to the extent that such condition(s) were included in the relevant Province Permit, Licence and Approval as a result of a Concessionaire Change or any act or omission of the Concessionaire of or any of its agents, contractors or subcontractors of any tier or the employees to of any of them.

Permits, Licences and Approvals. 3.5.1 The Concessionaire will at its sole cost: 3.5.1.1 obtain all Permits, Licences and Approvals (other than Province Permits, Licences and Approvals, but including, for greater certainty, all permissions, consents, approvals, certificates, permits, licences, statutory agreements and authorizations and all consents, approvals and agreements from third parties required under or pursuant to any Province Permits, Licences and Approvals); 3.5.1.2 renew or extend, as applicable, all Permits, Licences and Approvals (including Province Permits, Licences and Approvals unless otherwise indicated in Part 5 of Schedule 5 [List of Permits, Licences and Approvals]); and 3.5.1.3 comply with and maintain in good standing each Permit, Licence and Approval (including each Province Permit, Licence and Approval) in accordance with its terms including complying with all requirements and obligations in respect of Province Permits, Licences and Approvals set forth or referred to in Part 5 of Schedule 5 [List of Permits, Licences and Approvals], other than those identified in Schedule 12 [Concessionaire’s Environmental Obligations] as being the responsibility of the Province. 3.5.2 Where Permits, Licences and Approvals required to be obtained by the Concessionaire have requirements that may impose any conditions, liabilities, obligations or costs on the Province or BCTFA, the Concessionaire will not obtain such Permits, Licences and Approvals without the prior consent of the Province or BCTFA (as the case may be) (such consent not to be unreasonably withheld or delayed) and the Concessionaire will indemnify and hold the Province or BCTFA (as the case may be) harmless in respect of, the satisfaction and performance of all such conditions, liabilities and obligations and for the payment of all such costs; provided, however, that neither the Province nor BCTFA will be responsible for obtaining or for the failure of the Concessionaire to obtain any such Permit, Licence or Approval. 3.5.3 Each of the Province and BCTFA will at the Concessionaire’s cost provide all information and administrative assistance as the Concessionaire may reasonably request and it may reasonably be able to provide in connection with the application for or the renewal or extension of any Permit, Licence and Approval, and, if requested, will execute such applications as are required to be in its name, to assist the Concessionaire in obtaining, renewing or extending the Permit, Licence or Approval. The Concessionaire, notwithstanding any such assistance provided by the Province or BCTFA, but subject to paragraphs (t) and (u) in the definition of Compensation Event in Schedule 1 [Definitions and Interpretation], will indemnify and hold the Province and BCTFA harmless in respect of all reasonable costs of obtaining, renewing or extending and complying with any Permits, Licences and Approvals required to be obtained, renewed or extended by the Concessionaire whether obtained, renewed or extended in the name of the Concessionaire (or any of its agents, contractors or subcontractors of any tier) or in the name of the Province or BCTFA or in the names of both the Concessionaire (or any of its agents, contractors or subcontractors of any tier) and the Province or BCTFA. 3.5.4 The Concessionaire at its expense will provide such information, documentation and administrative assistance as may be requested by the Province and as the Concessionaire may reasonably be able to provide and, if requested, will execute such applications as are required to be in its name, to enable the Province or BCTFA to apply for, obtain and (where applicable) renew or extend, and (without limiting the Concessionaire’s obligations under Section 3.5.1) to comply with and demonstrate compliance with requirements and obligations under, Province Permits, Licences and Approvals. 3.5.5 Where a delay is anticipated and/or occurs in the obtaining of any Permit, Licence or Approval and such delay or anticipated delay, as the case may be, was not caused by any wrongful act or omission of the Concessionaire, the Province, at the request of the Concessionaire, will immediately use all reasonable efforts (but bearing no responsibility for success or failure) to expedite the Concessionaire obtaining such Permit, Licence or Approval. 3.5.6 Without limiting any of its other obligations hereunder, the Concessionaire acknowledges and agrees to observe and comply with the DFO Initial Authorization including at its cost providing any mitigation measures or paying any compensation, other than those terms and conditions of the DFO Initial Authorization set out in Schedule 12 [Concessionaire’s Environmental Obligations] and identified as being the responsibility of the Province, and the standards and practices described therein and with any other standards, practices and requirements applicable from time to time in connection with any authorizations obtained or required to be obtained (whether in the name of the Concessionaire, the Province or both of them) under sub­section sub-section 35(2) or any other provisions of the Fisheries Act (Canada) in respect of the Works and the Decommissioning and any other works carried out as part of the Undertakings. 3.5.7 The Concessionaire will indemnify and hold the Province and BCTFA harmless in respect of any and all Losses and Claims which the Province or BCTFA may suffer or incur arising out of: 3.5.7.1 the performance by the Concessionaire of this Agreement not in accordance with, or any breach by the Concessionaire of the requirements of, any Permits, Licences and Approvals, (including any Province Permits, Licences and Approvals), Laws and Regulations or requirements of Governmental Authorities, except to the extent that such failure to perform or breach by the Concessionaire was caused by or arose as a result of any breach of the terms of any of the Permits, Licences and Approvals by the Province and/or BCTFA or those for whom the Province and/or BCTFA is responsible at law; 3.5.7.2 any failure of the Concessionaire to obtain and, as applicable, renew or extend all necessary Permits, Licences and Approvals (other than any Province Permits, Licences and Approvals) required by applicable Laws and Regulations in accordance with its obligations under Section 3.5.1, except to the extent that such failure was caused by or arose as a result of any breach of the terms of any of the Permits, Licences and Approvals by the Province and/or BCTFA or those for whom the Province and/or BCTFA is responsible at law; 3.5.7.3 any inability of the Province or BCTFA to obtain or, as applicable, renew or extend any Province Permit, Licence and Approval or any increased cost to the Province or BCTFA of obtaining or, as applicable, renewing or extending any Province Permit, Licence and Approval as a result of a Concessionaire Change, or any act or omission of the Concessionaire or any of its agents, contractors or subcontractors of any tier or the employees of any of them; and /or 3.5.7.4 any cost to the Province or BCTFA of complying with any condition(s) included in any Province Permit, Licence and Approval to the extent that such condition(s) were included in the relevant Province Permit, Licence and Approval as a result of a Concessionaire Change or any act or omission of the Concessionaire of any of its agents, contractors or subcontractors of any tier or the employees to any of them.

Permits, Licences and Approvals. 3.5.1 The Concessionaire will (a) Subject to Section 5.10 and Sections 13.6(b), (g) and (h), Project Co shall, at its sole costown cost and risk: 3.5.1.1 obtain (i) obtain, maintain, and, as applicable, renew all Project Co Permits, Licences and Approvals which may be required for the performance of the Project Operations; and (ii) comply with all Permits, Licences and Approvals (other than Province Permits, Licences and Approvals, but including, for greater certainty, all permissions, consents, approvals, certificates, permits, licences, statutory agreements and authorizations and all consents, approvals and agreements from third parties required under or pursuant to any Province Permits, Licences and Approvals); 3.5.1.2 renew or extend, as applicable, all Permits, Licences and Approvals (including Province Permits, Licences and Approvals unless otherwise indicated in Part 5 of Schedule 5 [List of Permits, Licences and Approvals]); and 3.5.1.3 comply with and maintain in good standing each Permit, Licence and Approval (including each Province Permit, Licence and Approval) in accordance with their terms. (b) Notwithstanding anything to the contrary contained in this Project Agreement, applications for Development Approvals which are required by Applicable Law (if any) or which the Province in its terms including complying with Sole Discretion determines are to be obtained, in each case, for the Required Services, shall be prepared and obtained by Project Co using its Reasonable Efforts and shall be submitted in the name of the Province, provided that the Province shall have first approved any such application, acting reasonably. Without limiting the foregoing, the Province shall be solely responsible to fulfill and pay all requirements incremental capital and obligations in respect of Province Permits, Licences and Approvals set forth or referred to in Part 5 of Schedule 5 [List of Permits, Licences and Approvals], other than those identified in Schedule 12 [Concessionaire’s Environmental Obligations] as being life cycle costs (which are not otherwise the responsibility of Project Co to fulfill or pay for pursuant to this Project Agreement) and shall be responsible for all delays arising from all requirements, conditions, liabilities or obligations Imposed by or arising out of such Development Approvals which would not be imposed or incurred if Project Co had the full benefit of the Province. 3.5.2 Where Permits’s exemption from Development Approvals, Licences and Approvals required to be obtained by the Concessionaire have requirements provided that may impose any conditions, liabilities, obligations or costs on the Province or BCTFA, the Concessionaire will Project Co shall not obtain any such Permits, Licences and Development Approvals without the prior written consent of the Province or BCTFA (as the case may be) (such consent Province, not to be unreasonably withheld or delayed) . Subject to the foregoing and the Concessionaire will indemnify and hold notwithstanding that the Province or BCTFA (as may be the case may be) harmless in respect ofproponent under the EA Approvals process, the satisfaction applicant under applications for Development Approvals or the signatory to related development agreements and performance of all such documentation, Project Co shall comply, or shall ensure compliance, with any conditions, liabilities and or obligations and for as are Imposed by the payment requirements of all such costs; provided, however, that neither the Province nor BCTFA will be responsible for obtaining or for the failure of the Concessionaire to obtain any such Project Co Permit, Licence or Approval, save and except for development charges Imposed under the Development Charges Act, 1997 (Ontario), all fees (including provision of any performance guarantees or security therefor), and other cash payments (including payments of cash in lieu of parkland dedications) required by Governmental Authorities in connection with the Development Approvals, which development charges, fees and cash payments shall be solely borne by, and promptly paid when due by, the Province. 3.5.3 Each (c) The Province shall, within a reasonable period of the Province time following Project Co’s request, and BCTFA will at the ConcessionaireProject Co’s sole cost and expense, provide all Project Co with such information and administrative assistance as the Concessionaire Project Co may reasonably request and it may reasonably be able require in relation to provide in connection with the application for or the renewal or extension of any Permit, Licence and Approval, and, if requested, will execute such applications as are required to be in its name, to assist the Concessionaire in obtaining, renewing or extending the Permit, Licence or Approval. The Concessionaire, notwithstanding any such assistance provided by the Province or BCTFA, but subject to paragraphs (t) and (u) in the definition of Compensation Event in Schedule 1 [Definitions and Interpretation], will indemnify and hold the Province and BCTFA harmless in respect of all reasonable costs of obtaining, renewing or extending and complying with any Permits, Licences and Approvals required to be obtained, renewed or extended by the Concessionaire whether obtained, renewed or extended in the name of the Concessionaire (or any of its agents, contractors or subcontractors of any tier) or in the name of the Province or BCTFA or in the names of both the Concessionaire (or any of its agents, contractors or subcontractors of any tier) and the Province or BCTFA. 3.5.4 The Concessionaire at its expense will provide such information, documentation and administrative assistance as may be requested by the Province and as the Concessionaire may reasonably be able to provide and, if requested, will execute such applications as are required to be in its name, to enable the Province or BCTFA to apply for, obtain and (where applicable) renew or extend, and (without limiting the Concessionaire’s obligations under Section 3.5.1) to comply with and demonstrate compliance with requirements and obligations under, Province Permits, Licences and Approvals. 3.5.5 Where a delay is anticipated and/or occurs in the obtaining of any Permit, Licence or Approval and such delay or anticipated delay, as the case may be, was not caused by any wrongful act or omission of the Concessionaire, the Province, at the request of the Concessionaire, will immediately use all reasonable efforts (but bearing no responsibility for success or failure) to expedite the Concessionaire obtaining such Permit, Licence or Approval. 3.5.6 Without limiting any of its other obligations hereunder, the Concessionaire acknowledges and agrees to observe and comply with the DFO Initial Authorization including at its cost providing any mitigation measures or paying any compensation, other than those terms and conditions of the DFO Initial Authorization set out in Schedule 12 [Concessionaire’s Environmental Obligations] and identified as being the responsibility of the Province, and the standards and practices described therein and with any other standards, practices and requirements applicable from time to time in connection with any authorizations obtained or required to be obtained (whether in the name of the Concessionaire, the Province or both of them) under sub­section 35(2) or any other provisions of the Fisheries Act (Canada) in respect of the Works and the Decommissioning and any other works carried out as part of the Undertakings. 3.5.7 The Concessionaire will indemnify and hold the Province and BCTFA harmless in respect of any and all Losses and Claims which the Province or BCTFA may suffer or incur arising out of: 3.5.7.1 the performance by the Concessionaire of this Agreement not in accordance with, or any breach by the Concessionaire of the requirements of, any Project Co Permits, Licences and Approvals, (including any Province Permits, Licences and Approvals), Laws and Regulations or requirements of Governmental Authorities, except provided that Project Co shall be required to the extent that such failure to perform or breach by the Concessionaire was caused by or arose as a result of any breach of the terms of any of the obtain all necessary Project Co Permits, Licences and Approvals by and may not rely on any exemption, privilege or immunity available to the Province, save and except in connection with Development Approvals. (d) Project Co shall provide to the Province and/or BCTFA or those for whom the Province and/or BCTFA is responsible at law; 3.5.7.2 copies of any failure of the Concessionaire to obtain and, as applicable, renew or extend all necessary Project Co Permits, Licences and Approvals that it obtains in connection with the Project Operations. (e) Subject to Section 13.6(g), Project Co shall prepare, or shall cause the applicable Project Co Party to: (i) prepare all documentation and undertake all activities required under the MTO Class EA, including the documentation and activities set out in Chapters 3 to 8, inclusive, of the MTO Class EA, including consultation with all stakeholders contemplated therein and shall incorporate stakeholder comments in the design documentation as agreed to by the Province; (ii) perform all field tests, surveys and studies (engineering, environmental or as otherwise required), including associated laboratory work and any other than site investigations, as and when required to support the EA Approvals process; and (iii) prepare design drawings as required in order to obtain all necessary approvals under the MTO Class EA in respect of the Required Services, including approvals required in connection with the buildings, ancillary facilities, storm water, sewage, wastewater and drinking water systems on each Site. (f) Project Co shall pursue, or shall cause the applicable Project Co Party to pursue, a “Group C” or “Group B” classification under the MTO Class EA in respect of each Site. The documentation prepared and activities undertaken in respect of the MTO Class EA shall reflect such “Group C” or “Group B” classification, as appropriate, subject to any requirements of the MOE, and as may be agreed to by Project Co and the Province. (g) The Province Permitsshall be the proponent under the EA Approvals process and in connection therewith, Licences shall, using the standards it would apply if it were performing such activities on its own or having same performed directly on its behalf, approve all consultation documentation, correspondence with Governmental Authorities and Approvalsmembers of the public, MTO Class EA documentation, all findings under professional reports, studies and investigations, and shall review all designs for consistency with the requirements of this Project Agreement, the findings set out in the professional reports, studies and investigations, and stakeholder comments which the Province has agreed should be incorporated into the design documentation. (h) required by applicable Laws The Province and Regulations in accordance Project Co, each acting reasonably, shall develop and implement a protocol and communication strategy with its obligations under Section 3.5.1, except respect to the extent that such failure was caused by or arose as a result of any breach of application process for Development Approvals and dealings with the terms of any of the Permits, Licences and Approvals by the Province and/or BCTFA or those for whom the Province and/or BCTFA is responsible at law; 3.5.7.3 any inability of the Province or BCTFA to obtain or, as applicable, renew or extend any Province Permit, Licence and Approval or any increased cost to the Province or BCTFA of obtaining or, as applicable, renewing or extending any Province Permit, Licence and Approval as a result of a Concessionaire Change, or any act or omission of the Concessionaire or any of its agents, contractors or subcontractors of any tier or the employees of any of them; and /or 3.5.7.4 any cost to the Province or BCTFA of complying with any condition(s) included in any Province Permit, Licence and Approval to the extent that such condition(s) were included in the relevant Province Permit, Licence and Approval as a result of a Concessionaire Change or any act or omission of the Concessionaire of any of its agents, contractors or subcontractors of any tier or the employees to any of themapplicable municipalities.

Permits, Licences and Approvals. 3.5.1 The Concessionaire will at its sole cost: 3.5.1.1 obtain all Permits, Licences and Approvals (other than Province Permits, Licences and Approvals, but including, for greater certainty, all permissions, consents, approvals, certificates, permits, licences, statutory agreements and authorizations and all consents, approvals and agreements from third parties required under or pursuant to the Environmental Assessment Certificate or any Province Permits, Licences and Approvals);Approvals); 3.5.1.2 renew or extend, as applicable, all Permits, Licences and Approvals (including Province Permits, Licences and Approvals unless otherwise indicated in Part 5 of Schedule 5 [List of Permits, Licences and Approvals]); Approvals; and 3.5.1.3 comply with and maintain in good standing each Permit, Licence and Approval (including each Province Permit, Licence and Approval) in accordance with its terms including including, without limiting the generality of the foregoing, complying with all requirements and obligations in respect of Province Permits, Licences and Approvals set forth or referred to in Part 5 8 of Schedule 5 [List of Province Permits, Licences and Approvals], other than those identified in Schedule 12 [Concessionaire’s Environmental Obligations] as being the responsibility of the Province. 3.5.2 Where Permits, Licences and Approvals required to be obtained by the Concessionaire have requirements that may impose any conditions, liabilities, obligations or costs on the Province or BCTFABCTFA or on any person other than the Concessionaire, the Concessionaire will not obtain such Permits, Licences and Approvals without the prior consent of the Province or BCTFA (as the case may be) (such consent not to be unreasonably withheld withheld) or delayed) the other person and the Concessionaire will be responsible for, and will indemnify and hold the Province Province, BCTFA or BCTFA such other person (as the case may be) harmless in respect of, the satisfaction and performance of all such conditions, liabilities and obligations and for the payment of all such costs; costs; provided, however, that neither the Province nor BCTFA will be responsible for obtaining or for the failure of the Concessionaire to obtain any such Permit, Licence or Approval. 3.5.3 Each Where the Concessionaire is unable to apply for or to renew or extend one of the Permits, Licences and Approvals required to be obtained, renewed or extended by the Concessionaire without obtaining information or administrative assistance from the Province or BCTFA, or without submitting the application for such Permit, Licence or Approval or renewal or extension in the Province’s or BCTFA’s name, each of the Province and BCTFA will at the Concessionaire’s cost provide all such information and administrative assistance as the Concessionaire may reasonably request and it may reasonably be able to provide in connection with the application for or the renewal or extension of any Permit, Licence and Approval, and, if requested, will execute such applications as are required to be in its name, to assist the Concessionaire in obtaining, renewing or extending the Permit, Licence or Approval. The Concessionaire, notwithstanding any such assistance provided by the Province or BCTFA, but subject to paragraphs (t) will be responsible for and (u) in the definition of Compensation Event in Schedule 1 [Definitions and Interpretation], will indemnify and hold the Province and BCTFA harmless in respect of all reasonable costs of obtaining, renewing or renewing, extending and complying with any Permits, Licences and Approvals required to be obtained, renewed or extended by the Concessionaire Concessionaire, whether obtained, renewed or extended in the name of the Concessionaire (or any of its agents, contractors or subcontractors of any tier) or in the name of the Province or BCTFA or in the names of both the Concessionaire (or any of its agents, contractors or subcontractors of any tier) and the Province or BCTFA. 3.5.4 The Concessionaire at its expense will provide such information, documentation and administrative assistance as may be requested by the Province and as the Concessionaire may reasonably be able to provide and, if requested, will execute such applications as are required to be in its name, to enable the Province or BCTFA to apply for, obtain and (where applicable) renew or extend, and (without limiting the Concessionaire’s obligations under Section 3.5.1) to comply with and demonstrate compliance with requirements and obligations under, Province Permits, Licences and Approvals. 3.5.5 Where a delay is anticipated and/or occurs in the obtaining of any Permit, Licence or Approval and such delay or anticipated delay, as the case may be, was not caused by any wrongful act or omission of the Concessionaire, the Province, at the request of the Concessionaire, will immediately use all reasonable efforts (but bearing no responsibility for success or failure) to expedite the Concessionaire obtaining such Permit, Licence or Approval. 3.5.6 Without limiting any of its other obligations hereunder, the Concessionaire acknowledges and agrees to observe and comply with the DFO Initial Authorization including at its cost providing any mitigation measures or paying any compensation, other than those terms and conditions of the DFO Initial Authorization set out in Schedule 12 [Concessionaire’s Environmental Obligations] and identified as being the responsibility of the Province, Fisheries Act 2004 Letter and the standards and practices described therein and with any other standards, practices and requirements applicable from time to time in connection with any authorizations Authorizations obtained or required to be obtained (whether in the name of the Concessionaire, the Province or both of them) under sub­section sub-section 35(2) or any other provisions of the Fisheries Act (Canada) in respect of the Works and the Decommissioning and any other works carried out as part of the UndertakingsOperations. 3.5.7 3.5.6 The Concessionaire will indemnify and hold the Province and BCTFA harmless in respect of any and all Losses and Claims which the Province or BCTFA may suffer or incur arising out of: 3.5.7.1 3.5.6.1 the performance by the Concessionaire of this Agreement not in accordance with, or any breach by the Concessionaire of the requirements of, any Permits, Licences and Approvals, Approvals (including any Province Permits, Licences and Approvals), Laws and Regulations or requirements of Governmental Authorities, except to the extent that such failure to perform or breach by the Concessionaire was caused by or arose as a result of any breach of the terms of any of the Permits, Licences and Approvals by the Province and/or BCTFA or those for whom the Province and/or BCTFA is responsible at law;; 3.5.7.2 3.5.6.2 any failure of the Concessionaire to obtain and, as applicable, renew or extend all necessary Permits, Licences and Approvals (other than any Province Permits, Licences and Approvals) required by applicable Laws and Regulations or Governmental Authorities in accordance with its obligations under Section 3.5.1, except to the extent that such failure was caused by or arose as a result of any breach of the terms of any of the Permits, Licences and Approvals by the Province and/or BCTFA or those for whom the Province and/or BCTFA is responsible at law;; 3.5.7.3 3.5.6.3 any inability of the Province or BCTFA to obtain or, as applicable, renew or extend any Province Permit, Licence and Approval or any increased cost to the Province or BCTFA of obtaining or, as applicable, renewing or extending any Province Permit, Licence and Approval as a result of a Concessionaire Change, Change or any act or omission of the Concessionaire or any of its agents, contractors or subcontractors of any tier or the employees of any of them; and /orthem; and/or 3.5.7.4 3.5.6.4 any cost to the Province or BCTFA of complying with any condition(s) included in any Province Permit, Licence License and Approval to the extent that such condition(s) were included in the relevant Province Permit, Licence and Approval as a result of a Concessionaire Change or any act or omission of the Concessionaire of or any of its agents, contractors or subcontractors of any tier or the employees to of any of them.