Common use of Rectification Clause in Contracts

Rectification. (a) Without prejudice to Owner’s rights under Article 25 and any other rights under this Project Agreement, in any of the circumstances set out in Sections 19.1 or 19.2, Owner may, by written notice, require Project Co to take such steps as Owner, acting reasonably, considers necessary or expedient to mitigate, rectify or protect against such circumstance, including, if applicable, the termination and replacement of any Project Co Party, and Project Co shall use commercially reasonable efforts to comply with Owner’s requirements as soon as reasonably practicable. (b) If Owner gives notice to Project Co pursuant to Section 19.3(a) and either: (i) Project Co does not either confirm, within 5 Business Days of such notice or such shorter period as is appropriate in the case of an Emergency that it is willing to take the steps required in such notice or present an alternative plan to Owner to mitigate, rectify and protect against such circumstances that Owner may accept or reject acting reasonably; or (ii) Project Co fails to take the steps required in such notice or accepted alternative plan within such time as set out in such notice or accepted alternative plan or within such longer time as Owner, acting reasonably, shall think fit, then Owner may take such steps as it considers to be appropriate, acting reasonably, requiring the termination and replacement of Project Co Parties, either itself or by engaging others (including a third party) to take any such steps. (c) Notwithstanding the foregoing provisions of this Section 19.3, in the event of an Emergency, the notice under Section 19.3(a) shall be given as promptly as possible having regard to the nature of the Emergency and Owner may, prior to Project Co’s confirmation under Section 19.3(b)(i), take such steps as are appropriate having regard to the nature of the Emergency.

Rectification. (a) Without prejudice to Owner’s Owner‟s rights under Article 25 and any other rights under this Project Agreement, in any of the circumstances set out in Sections 19.1 or 19.2, Owner may, by written notice, require Project Co to take such steps as Owner, acting reasonably, considers necessary or expedient to mitigate, rectify or protect against such circumstance, including, if applicable, the termination and replacement of any Project Co Party, and Project Co shall use commercially reasonable efforts to comply with Owner’s Owner‟s requirements as soon as reasonably practicable. (b) If Owner gives notice to Project Co pursuant to Section 19.3(a) and either: (i) Project Co does not either confirm, within 5 Business Days of such notice or such shorter period as is appropriate in the case of an Emergency that it is willing to take the steps required in such notice or present an alternative plan to Owner to mitigate, rectify and protect against such circumstances that Owner may accept or reject acting reasonably; or (ii) Project Co fails to take the steps required in such notice or accepted alternative plan within such time as set out in such notice or accepted alternative plan or within such longer time as Owner, acting reasonably, shall think fit, then Owner may take such steps as it considers to be appropriate, acting reasonably, requiring the termination and replacement of Project Co Parties, either itself or by engaging others (including a third party) to take any such steps. (c) Notwithstanding the foregoing provisions of this Section 19.3, in the event of an Emergency, the notice under Section 19.3(a) shall be given as promptly as possible having regard to the nature of the Emergency and Owner may, prior to Project Co’s Co‟s confirmation under Section 19.3(b)(i), take such steps as are appropriate having regard to the nature of the Emergency.

Rectification. (a) Without prejudice to OwnerHMQ’s rights under Article 25 and any other rights under this Project Agreement, in any of the circumstances set out in Sections 19.1 or 19.2, Owner HMQ may, by written notice, require Project Co to take such steps as OwnerHMQ, acting reasonably, considers necessary or expedient to mitigate, rectify or protect against such circumstance, including, if applicable, the termination and replacement of any Project Co Party, and Project Co shall use commercially reasonable efforts to comply with OwnerHMQ’s requirements as soon as reasonably practicable. (b) If Owner HMQ gives notice to Project Co pursuant to Section 19.3(a) and either: (i) Project Co does not either confirm, within 5 Business Days of such notice or such shorter period as is appropriate in the case of an Emergency that it is willing to take the steps required in such notice or present an alternative plan to Owner HMQ to mitigate, rectify and protect against such circumstances that Owner HMQ may accept or reject acting reasonably; or (ii) Project Co fails to take the steps required in such notice or accepted alternative plan within such time as set out in such notice or accepted alternative plan or within such longer time as OwnerHMQ, acting reasonably, shall think fit, then Owner HMQ may take such steps as it considers to be appropriate, acting reasonably, requiring the termination and replacement of Project Co Parties, either itself or by engaging others (including a third party) to take any such steps. (c) Notwithstanding the foregoing provisions of this Section 19.3, in the event of an Emergency, the notice under Section 19.3(a) shall be given as promptly as possible having regard to the nature of the Emergency and Owner HMQ may, prior to Project Co’s confirmation under Section 19.3(b)(i), take such steps as are appropriate having regard to the nature of the Emergency.

Rectification. (a) Without prejudice to Ownerthe Ministry’s rights under Article 25 Section 44 and any other rights under this Project Agreement, in any of the circumstances set out in Sections 19.1 31.1 or 19.231.2, Owner the Ministry may, by written notice, require Project Co to take such steps as Ownerthe Ministry, acting reasonably, considers necessary or expedient to mitigate, rectify or protect against such circumstance, including, if applicable, the termination and replacement of any Project Co PartySubcontractors, and Project Co shall use commercially reasonable efforts to comply with Ownerthe Ministry’s requirements as soon as reasonably practicable. (b) If Owner the Ministry gives notice to Project Co pursuant to Section 19.3(a31.3(a) and either: (i) Project Co does not either confirm, within 5 Business Days of such notice or such shorter period as is appropriate in the case of an Emergency or in the event the Ministry is entitled to exercise step-in rights under the O&M Provider’s Direct Agreement, that it is willing to take the steps required in such notice or present an alternative plan to Owner the Ministry to mitigate, rectify and protect against such circumstances that Owner the Ministry may accept or reject acting reasonably; or (ii) Project Co fails to take the steps required in such notice or accepted alternative plan within such time as set out in such notice or accepted alternative plan or within such longer time as Ownerthe Ministry, acting reasonably, shall think fit, then Owner the Ministry may take such steps as it considers to be appropriate, acting reasonably, including, if applicable, exercising step-in rights under the O&M Provider’s Direct Agreement and/or the CPPRW Contractor’s Direct Agreement and requiring the termination and replacement of Project Co PartiesSubcontractors, either itself or by engaging others (including a third party) to take any such steps, and may perform or obtain the performance of the relevant OM&R Work to the standards required by this Project Agreement, and the provisions of Section 41, including Section 41.1(a)(iv) and Section 41.2, shall apply. (c) Notwithstanding the foregoing provisions of this Section 19.331.3, in the event of an Emergency, the notice under Section 19.3(a31.3(a) shall be given as promptly as possible having regard to the nature of the Emergency and Owner the Ministry may, prior to Project Co’s confirmation under Section 19.3(b)(i31.3(b)(i), take such steps as are appropriate having regard to the nature of the Emergency. (d) Where the Ministry considers it to be necessary to do so, the steps which the Ministry may take pursuant to this Section 31.3 subsequent to the provision of the notice under Section 31.3(a) unless the notice is given at a later time as provided in Section 31.3(c), may, at the Ministry’s option, include the partial or total suspension of Project Co’s right and obligation to perform any OM&R Work having regard to the circumstances in question (without any extension of the Project Term or suspension of any other OM&R Work, and the provisions of Section 41, including Section 41.1(a)(iv) and Section 41.2, shall apply, but such suspension shall be only for so long as, as applicable: (i) the circumstances referred to in Section 31.1 or 31.2 subsist; or (ii) in respect of any such circumstances relating to Project Co’s performance of the OM&R Work, until such time as Project Co shall have demonstrated to the reasonable satisfaction of the Ministry that, notwithstanding such circumstances, Project Co has taken such steps, including, if applicable, the termination and replacement of Subcontractors, as are required pursuant to this Section 31.3 and as are necessary to be capable of performing its obligations in respect of the relevant OM&R Work to the required standard in accordance with this Project Agreement, and thereafter Project Co shall perform its obligations as aforesaid.

Rectification. (a) Without prejudice to Ownerthe City’s rights under Article 25 Section 45 and any other rights under this Project Agreement, in any of the circumstances set out in Sections 19.1 32.1 or 19.232.2, Owner the City may, by written notice, require Project Co to take such steps as Ownerthe City, acting reasonably, considers necessary or expedient to mitigate, rectify or protect against such circumstance, including, if applicable, the termination and replacement of any Project Co PartySubcontractors, and Project Co shall use commercially reasonable efforts to comply with Ownerthe City’s requirements as soon as reasonably practicable. (b) If Owner the City gives notice to Project Co pursuant to Section 19.3(a32.3(a) and either: (i) Project Co does not either confirm, within 5 Business Days of such notice or such shorter period as is appropriate in the case of an Emergency or, if applicable, in the event the City is entitled to exercise step-in rights under the Maintenance Contractor’s Direct Agreement, that it is willing to take the steps required in such notice or present an alternative plan to Owner the City to mitigate, rectify and protect against such circumstances that Owner the City may accept or reject acting reasonably; or (ii) Project Co fails to take the steps required in such notice or accepted alternative plan within such time as set out in such notice or accepted alternative plan or within such longer time as Ownerthe City, acting reasonably, shall think fit, then Owner the City may take such steps as it considers to be appropriate, acting reasonably, including, if applicable, exercising step-in rights under the Maintenance Contractor’s Direct Agreement and requiring the termination and replacement of Project Co PartiesSubcontractors, either itself or by engaging others (including a third party) to take any such steps, and may perform or obtain the performance of the relevant Maintenance Services to the standards required by this Project Agreement, and the provisions of Section 42 including Section 42.1(a)(iv) and Section 42.2, shall apply. For greater certainty Maintenance Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 130 CAN: 26350049.2 BD-#30398459-v2 Services performed by Project Co and by Subcontractors from time to time pursuant to the provisions of Section 27.1(b) do not require Project Co or such Subcontractors to enter into a Maintenance Contractor’s Direct Agreement in respect of the Maintenance Services that they perform. (c) Notwithstanding the foregoing provisions of this Section 19.332.3, in the event of an Emergency, the notice under Section 19.3(a32.3(a) shall be given as promptly as possible having regard to the nature of the Emergency and Owner the City may, prior to Project Co’s confirmation under Section 19.3(b)(i32.3(b)(i), take such steps as are appropriate having regard to the nature of the Emergency. (d) Where the City considers it to be necessary to do so, the steps which the City may take pursuant to this Section 32.3 subsequent to the provision of the notice under