Common use of Protest and Trespass Clause in Contracts

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion and of Contracting Authority following Substantial Completion (in each case to the extent same is not otherwise the responsibility of the Police Service). (c) If at any time prior to Substantial Completion any part of the Site or the Lands is occupied, or access to the Site or the Lands is prevented or interfered with, by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site or the Lands, provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than 24 hours’ Notice prior to commencing any legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may but shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. ‌ (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion and of Contracting Authority following Substantial Completion in respect of the Site and/or the Lands (in each case including Existing Expansion‌ Infrastructure on the Site) and New Expansion Infrastructure, to the extent same such management is not otherwise the responsibility of the Police Service)Service . (c) If at any time prior to Substantial Completion any part of Completion, Protesters or Trespassers occupy the Site Site, Lands or the Lands is occupiedinfrastructure referred to in Section 11.13(b), or access to the Site such Site, Lands or the Lands infrastructure is prevented or interfered with, with by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site Site, Lands or the Landsinfrastructure referred to in Section 11.13(b), provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than at least 24 hours’ Notice prior to commencing any such legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that:that:‌ (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c11.13(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where from the Site, Lands or infrastructure, set out in Section 11.13(b) if Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may may, but shall not be obligated to to, prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at or the Existing Facilities) or Lands, or access by Project Co to the Site or the Lands and is prevented or materially interfered with by a Protest Action, then:then:‌ (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at Existing Expansion Infrastructure on the Existing Facilities) Site), and LandsNew Expansion Infrastructure, provided that Project Co shall not be obligated to prosecute pursue injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors Protesters and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first first‌ $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii11.13(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, Costs pursuant to Section 11.23(e)(ii11.13(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement16. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion and of Contracting Authority following Substantial Completion (in each case to the extent same is not otherwise the responsibility of the Police Service). (c) If at any time prior to Substantial Completion any part of the Site or the Lands is occupied, or access to the Site or the Lands is prevented or interfered with, by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site or the Lands, provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than 24 hours’ Notice prior to commencing any legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c11.14(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may but shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by and Lands and Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then:has, (i) fully complied with the Protest Action shallprovisions of Sections 11.12, subject to 11.14(a), 11.14(b), 11.14(c) and in accordance with Section 31, be treated as a Delay Event provided that Project Co 11.14(d); and (ii) has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers, then, (iii) such Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event; and (iiiv) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation ProcedureProcedure except that payment to Project Co in accordance with this Section 11.14(e)(iv) shall exclude, excluding in accordance with Section 11.14(f), the first $[REDACTED] of REDACTED]of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii11.14(e)(iv), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For clarity, the first $[REDACTED]of all Direct Costs which would have been payable to Project Co by Contracting Authority under Section 11.14(e)(iv) shall be at Project Co’s sole cost and expense. For the purposes of calculating the first $[REDACTED] of REDACTED]of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include include, (i) any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy; or (ii) any Senior Debt Service Amount or Junior Debt Service Amount accrued and paid or which became payable in accordance with the Lending Agreements during the period of the Delay Event set out in Section 11.14(e)(iii), which, but for such Delay Event, would not have been paid by Project Co to the Lenders.

Protest and Trespass. ‌ (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion and of Contracting Authority following Substantial Completion (in each case to the extent same is not otherwise the responsibility of the Police Service). (c) If at any time prior to Substantial Completion any part of the Site or the Lands is occupied, or access to the Site or the Lands is prevented or interfered with, by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site or the Lands, provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than 24 hours’ Notice prior to commencing any legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such such‌ circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may but shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), ) except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Metrolinx Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Metrolinx Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion in respect of the Site (including Existing Infrastructure on the Site), Metrolinx Lands, New Third Party Infrastructure and of Contracting Authority following Substantial Completion (in each case New Metrolinx Infrastructure, to the extent same such management is not otherwise the responsibility of the Police Service). (c) If at any time prior Protesters or Trespassers occupy the Site, lands, facilities or infrastructure referred to Substantial Completion any part of the Site or the Lands is occupiedin Section 11.15(b), or access to the Site such Site, lands, facilities, or the Lands infrastructure is prevented or interfered with, with by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site Site, lands, facilities or the Landsinfrastructure referred to in Section 11.15(b), provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than at least 24 hours’ Notice prior to commencing any such legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c11.15(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where from the Site, lands, facilities or infrastructure, set out in Section 11.15(b) if Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may may, but shall not be obligated to to, prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at Existing Infrastructure on the Existing Facilities) or Site), Metrolinx Lands, or access by New Third Party Infrastructure and New Metrolinx Infrastructure and Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then:has, (i) fully complied with the Protest Action shallprovisions of Sections 11.13, subject to 11.15(a), 11.15(b), 11.15(c) and in accordance with Section 31, be treated as a Delay Event provided that Project Co has 11.15(d); and (ii) exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at Existing Infrastructure on the Existing Facilities) Site), Metrolinx Lands, New Third Party Infrastructure and LandsNew Metrolinx Infrastructure, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers, then, (iii) such Protest Action shall, subject to and in accordance with Section 32, be treated as a Delay Event; and (iiiv) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation ProcedureProcedure except that payment to Project Co in accordance with this Section 11.15(e)(iv) shall exclude, excluding in accordance with Section 11.15(f), the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term Term, which would have been payable to Project Co in accordance with this Section 11.23(e)(ii11.15(e)(iv). (f) For clarity, except to the extent that any delay or first $[REDACTED] of all Direct Costs incurred by Project Co were causedcumulatively in connection with all Protest Actions throughout the Project Term, or contributed to, by a breach of this Project Agreement by which would have been payable to Project Co or any by Contracting Authority under Section 11.15(e)(iv) shall be at Project Co Party. (f) Co’s sole cost and expense. For the purposes of calculating the first $[REDACTED] of such Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include include, (i) any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy; or (ii) [REDACTED].

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility Expansion Infrastructure or the Works, of any persons participating in a Protest Action civil disobedience, demonstration or protest action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement16. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion and of Contracting Authority following Substantial Completion (in each case to the extent same is not otherwise the responsibility of the Police Service). (c) If at any time prior to Substantial Completion any part of the Site or the Lands is occupied, or access to the Site or the Lands is prevented or interfered with, by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site or the Lands, provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than 24 hours’ Notice prior to commencing any legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c11.13(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co it is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may but shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority the Ministry shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility Bypass Infrastructure or the WorksProject Operations, of any persons participating in a Protest Action civil disobedience, demonstration or protest action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority the Ministry to grant licence rights of use and access to Project Co on and over the Lands pursuant to Section 16 14, nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion and of Contracting Authority following Substantial Completion throughout the Project Term (in each case to the extent same is not otherwise the responsibility of the Police Service). (c) . If at any time prior to Substantial Completion during the Project Term any part of the Site or (and following Substantial Completion, the Lands Lands) is occupied, or access to the Site or (and following Substantial Completion, the Lands Lands) is prevented or interfered with, by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Ministry Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site or the Lands, provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Ministry Representative not less than 24 hours’ Notice hours notice prior to commencing any legal proceeding for that purpose (except in a case of Emergency, danger to persons or expected or imminent material destruction or expected or imminent material damage to property where, in such circumstances, such Notice notice may be given to Contracting Authority the Ministry less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Ministry Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c9.6(b) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (dc) Project Co may request the assistance of Contracting Authority the Ministry (at the cost of Project Co) to remove Protesters or Trespassers where Project Co demonstrates to Contracting Authoritythe Ministry’s reasonable satisfaction that: (i) Project Co it is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may but shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority the Ministry shall notify Project Co whether Contracting Authority the Ministry can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority the Ministry shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authoritythe Ministry, reasonable and appropriate in the circumstances to do so. (ed) If at any time Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, thenestablishes that: (i) Protesters who are protesting or demonstrating against the Protest Action shallcarrying out of any part of the Project Operations (including the construction of the Works) or against the construction and/or operation of roads in general continue to occupy, subject to and in accordance with Section 31or prevent access to, be treated as any part of the Bypass or the Lands for a Delay Event provided that period of more than seven (7) days after Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such any injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site them (including at the Existing Facilities) and Lands, provided that for this purpose Project Co shall may but will not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassersinstance); and (ii) such continued occupancy is preventing Project Co shall be entitled to a Variation in respect from performing any material element of the Direct Costs incurred by Project Operations and, as a direct result thereof, Project Co has suffered Direct Losses which otherwise would not have been suffered but for such prevention, or Project Co is unable to mitigate the effect of such prevention on the performance of the Project Operations without incurring costs or expenses in connection with such Protest Actionaddition to those it would otherwise have incurred in performing its obligations under this Agreement, subject and provided that the protest or demonstration does not relate to and is not attributable to: (i) any failure of Project Co to perform the Project Operations in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] requirements of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were causedAgreement, or contributed to, by a breach (ii) any other act or omission of this Project Agreement by Project Co or any Project Co Party. Party or any of their respective agents, contractors or subcontractors of any tier or employees of any of them (f) For other than the purposes performance of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied Operations in the normal course in accordance with the requirements of this Agreement), then, subject to compliance by Project Agreement Co with its obligations under Section 42.3, the Ministry will (in addition to any amounts payable to Project Co pursuant to Section 42.2), reimburse Project Co, if and to the extent that Project Co has incurred out-of pocket costs and/or expenses pursuant to Section 9.6(d)(ii) which aggregate more than (index linked) and which are not covered by insurance; provided, however, that the first (index linked) of such uninsured out-of-pocket costs and expenses incurred by Project Co in respect of insurance or each such occurrence of protest will be excluded from the terms calculation of any policy reimbursement by the Ministry pursuant to this Section 9.6(d). Any Dispute between Project Co and the Ministry as to whether the provisions of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess Section 9.6(d) are applicable or deductibles or any as to the amount over the maximum amount insured under of any such insurance policyout-of- pocket costs or expenses incurred by Project Co will be referred for determination pursuant to the Dispute Resolution Procedure.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility Facilities or the Works, of any persons participating in a Protest Action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion and of Contracting Authority following Substantial Completion (in each case to the extent same is not otherwise the responsibility of the Police Service). (c) If at any time prior to Substantial Completion any part of the Site or the Lands is occupied, or access to the Site or the Lands is prevented or interfered with, by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site or the Lands, provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than 24 hours’ Notice prior to commencing any legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may but shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), ) except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action civil disobedience, demonstration or protest action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Metrolinx Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Metrolinx Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion in respect of the Site (including Existing Third Party Infrastructure on the Site), Metrolinx Lands, New Third Party Infrastructure and of Contracting Authority following Substantial Completion (in each case New Metrolinx Infrastructure, to the extent same such management is not otherwise the responsibility of the Police Service). (c) If at any time prior Protesters or Trespassers occupy the Site, lands, facilities or infrastructure referred to Substantial Completion any part of the Site or the Lands is occupiedin Section 11.13(b), or access to the Site such Site, lands, facilities, or the Lands infrastructure is prevented or interfered with, with by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site Site, lands, facilities or the Landsinfrastructure referred to in Section 11.13(b), provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than at least 24 hours’ Notice prior to commencing any such legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c11.13(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where from the Site, lands, facilities or infrastructure, set out in Section 11.13(b) if Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may may, but shall not be obligated to to, prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action civil disobedience, demonstration or protest action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Metrolinx Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Metrolinx Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion in respect of the Site (including Existing Third Party Infrastructure on the Site), Metrolinx Lands, New Third Party Infrastructure and of Contracting Authority following Substantial Completion (in each case New Metrolinx Infrastructure, to the extent same such management is not otherwise the responsibility of the Police Service). (c) If at any time prior Protesters or Trespassers occupy the Site, Lands, facilities or infrastructure referred to Substantial Completion any part of the Site or the Lands is occupiedin Section 11.13(b), or access to the Site such Site, Lands, facilities, or the Lands infrastructure is prevented or interfered with, with by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site Site, Lands, facilities or the Landsinfrastructure referred to in Section 11.13(b), provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than at least 24 hours’ Notice prior to commencing any such legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) : Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) and Project Co shall not by virtue of this Section 11.23(c11.13(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where from the Site, Lands, facilities or infrastructure, set out in Section 11.13(b) if Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) : Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may may, but shall not be obligated to to, prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) and the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action civil disobedience, demonstration or protest action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Metrolinx Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Metrolinx Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion in respect of the Site (including Existing Third Party Infrastructure on the Site), Metrolinx Lands, New Third Party Infrastructure and of Contracting Authority following Substantial Completion (in each case New Metrolinx Infrastructure, to the extent same such management is not otherwise the responsibility of the Police Service). (c) If at any time prior Protesters or Trespassers occupy the Site, lands, facilities or infrastructure referred to Substantial Completion any part of the Site or the Lands is occupiedin Section 11.13(b), or access to the Site such Site, lands, facilities, or the Lands infrastructure is prevented or interfered with, with by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site Site, lands, facilities or the Landsinfrastructure referred to in Section 11.13(b), provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than at least 24 hours’ Notice prior to commencing any such legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c11.13(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where from the Site, lands, facilities or infrastructure, set out in Section 11.13(b) if Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may may, but shall not be obligated to to, prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Metrolinx Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Metrolinx Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion in respect of the Site (including Existing Infrastructure on the Site), Metrolinx Lands, New Third Party Infrastructure and of Contracting Authority following Substantial Completion (in each case New Metrolinx Infrastructure, to the extent same such management is not otherwise the responsibility of the Police Service). (c) If at any time prior Protesters or Trespassers occupy the Site, lands, facilities or infrastructure referred to Substantial Completion any part of the Site or the Lands is occupiedin Section 11.15(b), or access to the Site such Site, lands, facilities, or the Lands infrastructure is prevented or interfered with, with by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site Site, lands, facilities or the Landsinfrastructure referred to in Section 11.15(b), provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than at least 24 hours’ Notice prior to commencing any such legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c11.15(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where from the Site, lands, facilities or infrastructure, set out in Section 11.15(b) if Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may may, but shall not be obligated to to, prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at Existing Infrastructure on the Existing Facilities) Site), Metrolinx Lands, New Third Party Infrastructure or LandsNew Metrolinx Infrastructure, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 3132, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at Existing Infrastructure on the Existing Facilities) Site), Metrolinx Lands, New Third Party Infrastructure and LandsNew Metrolinx Infrastructure, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – - Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii11.15(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, Costs pursuant to Section 11.23(e)(ii11.15(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority prior to the Revenue Service Commencement Date, the City shall not be responsible for the presence on or around the Site or the LandsSite, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, Design and Construction Works of any persons participating in a Protest Action civil disobedience, demonstration or protest action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority the City to grant licence rights of the use and access to Project Co on and over the Lands pursuant to Section 16 14, nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The Prior to the Revenue Service Commencement Date, the management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion and of Contracting Authority following Substantial Completion (in each case to the extent same is not otherwise the responsibility of the Police Service). (c) . If at any time prior to Substantial Completion the Revenue Service Commencement Date, any part of the Site or the Lands is occupied, or access to the Site or the Lands is prevented Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 35 CAN: 26350049.2 BD-#30398459-v2 or interfered with, by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers including the pursuit of the remedies referred to in Section 9.6(c)(i) and promptly notify the Contracting Authority City Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site or the LandsSite, provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority City Representative not less than 24 hours’ Notice hours notice prior to commencing any legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice notice may be given to Contracting Authority the City less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority City Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c9.6(b) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (dc) Prior to the Revenue Service Commencement Date, Project Co may request the assistance of Contracting Authority the City (at the cost of Project Co) to remove Protesters or Trespassers where Project Co demonstrates to Contracting Authoritythe City’s reasonable satisfaction that: (i) Project Co it is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may but shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority the City shall notify Project Co whether Contracting Authority the City can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority the City shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion Discretion of Contracting Authoritythe City, reasonable and appropriate in the circumstances to do so. (ed) If Project Co experiences a Protest Action On and after the Revenue Service Commencement Date, the City shall be responsible for the management of any Protesters or Trespassers on or around the Site Lands and the System (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands extent same is prevented or materially interfered with by a Protest Actionnot otherwise the responsibility of the Police Service), then:provided that: Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 36 CAN: 26350049.2 BD-#30398459-v2 (i) this Section 9.6(d) shall not alter or impair the Protest Action shallrights or obligations of the City provided in this Project Agreement, subject to including in Schedule 15-3 − Maintenance and in accordance with Rehabilitation Requirements; (ii) this Section 31, be treated as a Delay Event provided that 9.6(d) shall not alter or impair the rights or obligations of Project Co has exhausted all legal remedies available to it to seek injunctive relief provided in this Project Agreement, including in respect of Maintenance Services or other judicial remedies from a court of first instance otherwise in Schedule 15-3 – Maintenance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and TrespassersRehabilitation Requirements; and (iiiii) Project Co shall be entitled do all acts and things which are necessary or desirable to a Variation in respect permit complete access to the MSFs (and the remainder of the Direct Costs incurred System) by Project Co in connection with such Protest Actionthe City (or a Police Service, subject if applicable) for the purposes of this Section 9.6(d). (e) For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site shall not be a breach of the obligation of the City to grant licence rights of use and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable access to Project Co in accordance with this on and over the Lands pursuant to Section 11.23(e)(ii)14, except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by nor a breach of this Project Agreement by Project Co any other obligation, representation or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required warranty under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority the City shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action civil disobedience, demonstration or protest action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority the City to grant licence license rights of use and access to Project Co on and over the Lands pursuant to Section 16 14 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The Except as set out in this Project Agreement, throughout the Construction Period, the management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion and in respect of Contracting Authority following Substantial Completion (in each case the Site, to the extent same such management is not otherwise the responsibility of the Police Service). (c) If at any time prior to Substantial Completion any part of During the Site Maintenance Period, if Protesters or Trespassers occupy the Lands is occupied, System or access to the Site or the Lands System is prevented or interfered with, with by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage assist the City in managing such Protesters or Trespassers and promptly notify the Contracting Authority City Representative of such occurrence and occurrence. For clarity, during the Maintenance Period, Project Co shall be responsible for the management of any Protesters or Trespassers on the New Walkley Yard to the extent such management is not otherwise the responsibility of the action which Project Co proposes to take in respect thereof. Police Service. (d) Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site or Site, and/or the LandsNew Walkley Yard, provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority City Representative not less than at least 24 hours’ ' Notice prior to commencing any such legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority the City less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority City Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c9.7(d) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (de) Project Co may request the assistance of Contracting Authority the City (at the cost of Project Co) to remove Protesters or Trespassers where during the periods, and for the Site, facilities or infrastructure set out in Section 9.7(b) if Project Co demonstrates to Contracting Authoritythe City’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may may, but shall not be obligated to to, prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works or the Maintenance and Rehabilitation Services (as the case may be) that Project Co is unable to mitigate. Following such request, Contracting Authority the City shall notify Project Co whether Contracting Authority the City can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority the City shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authoritythe City, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority the City shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action civil disobedience, demonstration or protest action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority the City to grant licence rights of use and access to Project DB Co on and over the Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The Prior to the applicable Substantial Completion Date, the management of any Protesters or Trespassers shall be the responsibility of Project DB Co prior to Substantial Completion and in respect of Contracting Authority following Substantial Completion the Site (in each case including Existing Infrastructure on the Site), to the extent same such management is not otherwise the responsibility of the Police Service). (c) If at any time If, prior to the applicable Substantial Completion any part of Date, Protesters or Trespassers occupy the Site Site, facilities or the Lands is occupiedinfrastructure referred to in Section 11.13(b), or access to the Site such Site, facilities, or the Lands infrastructure is prevented or interfered with, with by Protesters or Trespassers, Project DB Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority City Representative of such occurrence and of the action which Project DB Co proposes to take in respect thereof. Project DB Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site Site, facilities or the Landsinfrastructure referred to in Section 11.13(b), provided that if Project DB Co does so elect to exercise any such legal remedy, Project DB Co shall give the Contracting Authority City Representative not less than at least 24 hours’ Notice prior to commencing any such legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority the City less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority City Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project DB Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project DB Co shall not by virtue of this Section 11.23(c11.13(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project DB Co may request the assistance of Contracting Authority the City (at the cost of Project DB Co) to remove Protesters or Trespassers where Project from the Site, Lands, facilities or infrastructure set out in Section 11.13(b), if DB Co demonstrates to Contracting Authoritythe City’s reasonable satisfaction that: (i) Project DB Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project DB Co may may, but shall not be obligated to to, prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project DB Co is unable to mitigate. Following such request, Contracting Authority the City shall notify Project DB Co whether Contracting Authority the City can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project DB Co and, to the extent that such assistance can be lawfully provided, Contracting Authority the City shall provide such assistance (at the cost of Project DB Co) to the extent it is, in the discretion of Contracting Authoritythe City, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility or the Works, of any persons participating in a Protest Action civil disobedience, demonstration or protest action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Metrolinx Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Metrolinx Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion in respect of the Site (including Existing Infrastructure on the Site), Metrolinx Lands, New Third Party Infrastructure and of Contracting Authority following Substantial Completion (in each case New Metrolinx Infrastructure, to the extent same such management is not otherwise the responsibility of the Police Service). (c) If at any time prior Protesters or Trespassers occupy the Site, lands, facilities or infrastructure referred to Substantial Completion any part of the Site or the Lands is occupiedin Section 11.13(b), or access to the Site such Site, lands, facilities, or the Lands infrastructure is prevented or interfered with, with by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site Site, lands, facilities or the Landsinfrastructure referred to in Section 11.13(b), provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than at least 24 hours’ Notice prior to commencing any such legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c11.13(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where from the Site, lands, facilities or infrastructure, set out in Section 11.13(b) if Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may may, but shall not be obligated to to, prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.

Protest and Trespass. ‌ (a) Except as otherwise provided in this Project Agreement, Contracting Authority shall not be responsible for the presence on or around the Site or the Lands, or any other interference affecting the Site or the Lands, the Facility, the Existing Facility Expansion Infrastructure or the Works, of any persons participating in a Protest Action civil disobedience, demonstration or protest action (“Protesters”) or any other persons otherwise not entitled to be on or around the Site or the Lands (“Trespassers”). For greater certainty, the presence of, or interference by, any Protesters or Trespassers on or around the Site or the Lands shall not be a breach of the obligation of Contracting Authority to grant licence rights of use and access to Project Co on and over the Lands pursuant to Section 16 nor a breach of any other obligation, representation or warranty under this Project Agreement16. (b) The management of any Protesters or Trespassers shall be the responsibility of Project Co prior to Substantial Completion and of Contracting Authority following Substantial Completion (in each case to the extent same is not otherwise the responsibility of the Police Service). (c) If at any time prior to Substantial Completion any part of the Site or the Lands is occupied, or access to the Site or the Lands is prevented or interfered with, by Protesters or Trespassers, Project Co shall use all appropriate measures reasonable in the circumstances to manage such Protesters or Trespassers and promptly notify the Contracting Authority Representative of such occurrence and of the action which which‌ Project Co proposes to take in respect thereof. Project Co may exercise any legal remedy available to it to remove Protesters or Trespassers from the Site or the Lands, provided that if Project Co does so elect to exercise any such legal remedy, Project Co shall give the Contracting Authority Representative not less than 24 hours’ Notice prior to commencing any legal proceeding for that purpose (except in a case of Emergency, danger to persons or material destruction or material damage to property where, in such circumstances, such Notice may be given to Contracting Authority less than 24 hours prior to the commencement of such legal proceeding) and shall continually update the Contracting Authority Representative as to the status of any such legal proceeding in reasonable detail and at reasonable intervals, and provided further that: (i) Project Co shall not give directly or indirectly to any Protester or Trespasser any inducement, monetary or otherwise, with a view to avoiding, limiting or influencing the manner of protest activities by that Protester or Trespasser or by other Protesters or Trespassers; and (ii) Project Co shall not by virtue of this Section 11.23(c11.13(c) be prevented from entering into bona fide settlements of claims brought against it by Protesters or Trespassers which provide for reasonable payments in satisfaction of such claims or agreeing to any reasonable cost orders in any proceedings. (d) Project Co may request the assistance of Contracting Authority (at the cost of Project Co) to remove Protesters or Trespassers where Project Co demonstrates to Contracting Authority’s reasonable satisfaction that: (i) Project Co it is pursuing all legal remedies available to it to remove the Protesters or Trespassers (provided that for this purpose Project Co may but shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance); and (ii) the continued presence of the Protesters or Trespassers is having a material adverse effect on the conduct of the Works that Project Co is unable to mitigate. Following such request, Contracting Authority shall notify Project Co whether Contracting Authority can lawfully provide any assistance in relation to the removal of the Protesters or Trespassers that is not independently available to Project Co and, to the extent that such assistance can be lawfully provided, Contracting Authority shall provide such assistance (at the cost of Project Co) to the extent it is, in the discretion of Contracting Authority, reasonable and appropriate in the circumstances to do so. (e) If Project Co experiences a Protest Action on the Site (including at the Existing Facilities) or Lands, or access by Project Co to the Site or Lands is prevented or materially interfered with by a Protest Action, then: (i) the Protest Action shall, subject to and in accordance with Section 31, be treated as a Delay Event provided that Project Co has exhausted all legal remedies available to it to seek injunctive relief or other judicial remedies from a court of first instance and to enforce such injunction or other remedy granted by such court to remove Protesters and Trespassers in such Protest Action from the Site (including at the Existing Facilities) and Lands, provided that Project Co shall not be obligated to prosecute injunctive or other judicial remedies beyond the court of first instance with respect to such removal of Protestors and Trespassers; and (ii) Project Co shall be entitled to a Variation in respect of the Direct Costs incurred by Project Co in connection with such Protest Action, subject to and in accordance with Schedule 22 – Variation Procedure, excluding the first $[REDACTED] of all Direct Costs incurred by Project Co cumulatively in connection with all Protest Actions throughout the Project Term which would have been payable to Project Co in accordance with this Section 11.23(e)(ii), except to the extent that any delay or Direct Costs incurred by Project Co were caused, or contributed to, by a breach of this Project Agreement by Project Co or any Project Co Party. (f) For the purposes of calculating the first $[REDACTED] of Direct Costs, pursuant to Section 11.23(e)(ii) such amount shall not include any amount or amounts which Project Co or a Project Co Party recovers, or is entitled to recover, under any insurance policy, or would have recovered if it had complied with the requirements of this Project Agreement in respect of insurance or the terms of any policy of insurance required under this Project Agreement, which amount, for greater certainty, shall not include any excess or deductibles or any amount over the maximum amount insured under any such insurance policy.