Common use of SUBCONTRACTORS AND SUPPLIERS Clause in Contracts

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC Representative, provided however, that if the CTC Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of [REDACTED] or less. (e) Subject to Section 11.20(d), Project Co agrees to deliver to the CTC the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.22(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hd) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d11.22(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.22, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 35; and (iii) be as fully responsible to the CTC Owner for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of as Schedule 8 – Project Co Parties 19 is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided Owner may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of Owner to ensure Owner does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. Owner shall have the right to assign to Project Co the work of other Owner’s other contractors or the work of Owner’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Lender or Owner shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at the Owner’s or Lender’s option, to Owner or to Lender or to such other contractor as Owner or Lender may designate, which rights of assignment shall only be exercised by Owner, such Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. Project Co further agrees that it shall deliver those fully executed Assignable Subcontract Agreements that are identified in Schedule 19 – Project Co Parties to Owner within 45 days of Financial Close, and all remaining Assignable Subcontract Agreements shall be delivered to Owner within 60 days of Financial Close. (de) With the exception In respect of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – contracts with Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of $[REDACTED] or less, neither Project Co nor the Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at Owner’s option, to Owner or Lender or to such other contractor as Owner or Lender may designate, which rights shall only be exercised by Owner, Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Work being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWork.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Prequalified Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Prequalified Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.22(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d11.22(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.22, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of after execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties Parties, as well as the rights and obligations of City, UofT, Markham and TO2015, under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 35; and (iii) be as fully responsible to the CTC HMQ for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 as Schedule 19 – List of Schedule 8 – Project Co Parties is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged will engage for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical mechanical, electrical, swimming pool, or electrical turf Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical mechanical, electrical, swimming pool or electrical turf Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided HMQ may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of HMQ to ensure HMQ does not lose the benefit of any warranty in respect to such building systems. HMQ shall have the right to assign to Project Co the work of other HMQ’s other contractors or the work of HMQ’s own forces related to the Projects and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Agent or HMQ shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at HMQ’s or Agent’s option, to HMQ or to Agent or to such other contractor as HMQ or Agent may designate, which rights of assignment shall only be exercised by HMQ, such Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (de) With the exception In respect of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – contracts with Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of $[REDACTED] REDACTED]or less, neither Project Co nor the Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or lessother amount at HMQ’s option, to HMQ or Agent or to such other contractor as HMQ or Agent may designate, which rights shall only be exercised by HMQ, Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Work being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWork.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project AgreementContract Documents; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Section 11.29; and (iii) be as fully responsible to the CTC HMQ for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of as Schedule 8 – Project Co Parties is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work Works as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC HMQ Representative, provided however, that if the CTC HMQ Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC HMQ Representative does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided HMQ may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of HMQ to ensure HMQ does not lose the benefit of any warranty in respect to such building systems. Notwithstanding the foregoing provisions of this Section 11.17(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Works and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Works Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Design and Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.17(e), to cause the Construction Contractor to cause each of the other Project Co PartiesSubcontractors, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that (i) the CTC Lenders or HMQ shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at the HMQ’s or the Lenders’ option, to HMQ or to the Lenders or to such other Construction Contractor as HMQ or the Lenders may designate, which rights of assignment shall only be exercised by HMQ, such the Lenders or such other Construction Contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. Project Co further agrees that it shall deliver those fully executed Assignable Subcontract Agreements that are identified in Schedule 8 – List of Project Co Parties in accordance with the time frames specified therein. (de) With the exception In respect of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – contracts with Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of $[REDACTED] or less, neither Project Co nor the Construction Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Construction Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at HMQ’s option, to HMQ or the Lenders or to such other Construction Contractor as HMQ or the Lenders may designate, which rights shall only be exercised by HMQ, the Lenders or such other Construction Contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Works being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWorks.

SUBCONTRACTORS AND SUPPLIERS. ‌ (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties This section is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC Representative, provided however, that if the CTC Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative does not reasonably objectintentionally deleted. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.21(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – Project Co Parties, none None of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less.REDACTED]or less.‌ (e) Subject to Section 11.20(d11.21(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 within 15 days of Schedule 8 – entering into a Subcontract with a Project Co PartiesParty. If, following the date that 100% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.21, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. ‌ (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.21(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hd) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of of‌ $[REDACTED] or less. (e) Subject to Section 11.20(d11.21(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% [REDACTED]% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.21, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. ‌ (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC College for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC College Representative, provided however, that if the CTC College Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC College Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.19(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC College shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hf) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less.less.‌ (e) Subject to Section 11.20(d11.19(d), Project Co agrees to deliver to the CTC College the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC College in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.19, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC College within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. ‌ (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 36; and (iii) be as fully responsible to the CTC STEGH for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 as Schedule 19 – List of Schedule 8 – Project Co Parties is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided STEGH may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of STEGH to ensure STEGH does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. STEGH shall have the right to assign to Project Co the work of other contractors retained by STEGH or the work of STEGH’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. For clarity, if STEGH assigns to Project Co the work of other‌ contractors retained by STEGH or the work of STEGH’s own forces related to the Project, such work shall form part of the Work. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Agent or STEGH shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at STEGH’s or Agent’s option, to STEGH or to Agent or to such other contractor as STEGH or Agent may designate, which rights of assignment shall only be exercised by STEGH, such Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (de) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 19‌ – List of Project Co Parties, none of Project Co, Co nor the Construction Contractor or the applicable Project Co Party are is obliged to enter into a Subcontractor’s Direct an Assignable Subcontract Agreement in respect of Subcontracts a Subcontract having a total estimated cost of $[REDACTED] or less, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at STEGH’s option, to STEGH or Agent or to such other contractor as STEGH or Agent may designate, which rights shall only be exercised by STEGH, Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Section 11.20(d11.8(e), Project Co agrees to deliver to STEGH the CTC the Subcontractor’s Direct Assignable Subcontract Agreements by the applicable due dates set out in Part 2 of Schedule 8 19 – List of Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure90 days after Financial Close, Project Co or the Contractor is required to enter into any additional Subcontractor’s Direct Assignable Subcontract Agreement pursuant to this Section 11.2011.8, Project Co shall deliver such Subcontractor’s Direct Agreements Assignable Subcontract Agreement to the CTC STEGH within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 35; and (iii) be as fully responsible to the CTC Owner for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of as Schedule 8 – Project Co Parties 19 is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided Owner may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of Owner to ensure Owner does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. Owner shall have the right to assign to Project Co the work of other Owner’s other contractors or the work of Owner’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Subject to Section 42.19, Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Agent or Owner shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at the Owner’s or Agent’s option, to Owner or to Agent or to such other contractor as Owner or Agent may designate, which rights of assignment shall only be exercised by Owner, Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (de) With the exception In respect of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – contracts with Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of $[REDACTED] or less, neither Project Co nor the Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at Owner’s option, to Owner or Agent or to such other contractor as Owner or Agent may designate, which rights shall only be exercised by Owner, Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Work being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWork.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 36; and (iii) be as fully responsible to the CTC CHH for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 as Schedule 19 – List of Schedule 8 – Project Co Parties is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided CHH may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of CHH to ensure CHH does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. CHH shall have the right to assign to Project Co the work of other contractors retained by CHH or the work of CHH’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. For clarity, if CHH assigns to Project Co the work of other contractors retained by CHH or the work of CHH’s own forces related to the Project, such work shall form part of the Work. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Agent or CHH shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at CHH’s or Agent’s option, to CHH or to Agent or to such other contractor as CHH or Agent may designate, which rights of assignment shall only be exercised by CHH, such Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (de) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 19 – List of Project Co Parties, none of Project Co, Co nor the Construction Contractor or the applicable Project Co Party are is obliged to enter into a Subcontractor’s Direct an Assignable Subcontract Agreement in respect of Subcontracts a Subcontract having a total estimated cost of $[REDACTED] or less, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at CHH’s option, to CHH or Agent or to such other contractor as CHH or Agent may designate, which rights shall only be exercised by CHH, Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Section 11.20(d11.8(e), Project Co agrees to deliver to CHH the CTC the Subcontractor’s Direct Assignable Subcontract Agreements by the applicable due dates set out in Part 2 of Schedule 8 19 – List of Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure90 days after Financial Close, Project Co or the Contractor is required to enter into any additional Subcontractor’s Direct Assignable Subcontract Agreement pursuant to this Section 11.2011.8, Project Co shall deliver such Subcontractor’s Direct Agreements Assignable Subcontract Agreement to the CTC CHH within 30 days of execution. (g) Notwithstanding Section 1.2(c), in the case of any item of the Work being specified under the heading of more than one trade section, Project Co shall decide which of these trades is to perform the Work.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 36; and (iii) be as fully responsible to the CTC CMH for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 as Schedule 19 – List of Schedule 8 – Project Co Parties is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided CMH may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of CMH to ensure CMH does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. CMH shall have the right to assign to Project Co the work of CMH’s other contractors or the work of CMH’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Agent or CMH shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at CMH’s or Agent’s option, to CMH or to Agent or to such other contractor as CMH or Agent may designate, which rights of assignment shall only be exercised by CMH, such Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (de) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 19 – List of Project Co Parties, none of Project Co, Co nor the Construction Contractor or the applicable Project Co Party are is obliged to enter into a Subcontractor’s Direct an Assignable Subcontract Agreement in respect of Subcontracts a Subcontract having a total estimated cost of $[REDACTED] or less, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at CMH’s option, to CMH or Agent or to such other contractor as CMH or Agent may designate, which rights shall only be exercised by CMH, Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Section 11.20(d11.8(e), Project Co agrees to deliver to CMH the CTC the Subcontractor’s Direct Assignable Subcontract Agreements by the applicable due dates set out in Part 2 of Schedule 8 19 – List of Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure90 days after Financial Close, Project Co or the Contractor is required to enter into any additional Subcontractor’s Direct Assignable Subcontract Agreement pursuant to this Section 11.2011.8, Project Co shall deliver such Subcontractor’s Direct Agreements Assignable Subcontract Agreement to the CTC CMH within 30 days of execution. (g) Notwithstanding Section 1.2(c), in the case of any item of the Work being specified under the heading of more than one trade section, Project Co shall decide which of these trades is to perform the Work.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 36; and (iii) be as fully responsible to the CTC UOHI for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 as Schedule 19 – List of Schedule 8 – Project Co Parties is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided UOHI may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of UOHI to ensure UOHI does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. UOHI shall have the right to assign to Project Co the work of other contractors retained by UOHI or the work of UOHI’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. For clarity, if UOHI assigns to Project Co the work of other contractors retained by UOHI or the work of UOHI’s own forces related to the Project, such work shall form part of the Work. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Agent or UOHI shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at UOHI’s or Agent’s option, to UOHI or to Agent or to such other contractor as UOHI or Agent may designate, which rights of assignment shall only be exercised by UOHI, such Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (de) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 19 – List of Project Co Parties, none of Project Co, Co nor the Construction Contractor or the applicable Project Co Party are is obliged to enter into a Subcontractor’s Direct an Assignable Subcontract Agreement in respect of Subcontracts a Subcontract having a total estimated cost of $[REDACTED] or less, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at UOHI’s option, to UOHI or Agent or to such other contractor as UOHI or Agent may designate, which rights shall only be exercised by UOHI, Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Section 11.20(d11.8(e), Project Co agrees to deliver to UOHI the CTC the Subcontractor’s Direct Assignable Subcontract Agreements by the applicable due dates set out in Part 2 of Schedule 8 19 – List of Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure90 days after Financial Close, Project Co or the Contractor is required to enter into any additional Subcontractor’s Direct Assignable Subcontract Agreement pursuant to this Section 11.2011.8, Project Co shall deliver such Subcontractor’s Direct Agreements Assignable Subcontract Agreement to the CTC UOHI within 30 days of execution. (g) Notwithstanding Section 1.2(c), in the case of any item of the Work being specified under the heading of more than one trade section, Project Co shall decide which of these trades is to perform the Work.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 35; and (iii) be as fully responsible to the CTC Owner for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of as Schedule 8 – Project Co Parties 19 is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided Owner may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of Owner to ensure Owner does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. Owner shall have the right to assign to Project Co the work of other Owner’s other contractors or the work of Owner’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Lender or Owner shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at the Owner’s or Lender’s option, to Owner or to Lender or to such other contractor as Owner or Lender may designate, which rights of assignment shall only be exercised by Owner, such Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. Project Co further agrees that it shall deliver those fully executed Assignable Subcontract Agreements that are identified in Schedule 19 - Project Co Parties to Owner within 45 days of Financial Close, and all remaining Assignable Subcontract Agreements shall be delivered to Owner within 60 days of Financial Close. (de) With the exception In respect of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – contracts with Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of $[REDACTED] or less, neither Project Co nor the Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at Owner’s option, to Owner or Lender or to such other contractor as Owner or Lender may designate, which rights shall only be exercised by Owner, Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Work being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWork.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 35; and (iii) be as fully responsible to the CTC Owner for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of as Schedule 8 – Project Co Parties 19 is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided Owner may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of Owner to ensure Owner does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. Owner shall have the right to assign to Project Co the work of other Owner’s other contractors or the work of Owner’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Lender or Owner shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at the Owner’s or Xxxxxx’s option, to Owner or to Lender or to such other contractor as Owner or Lender may designate, which rights of assignment shall only be exercised by Owner, such Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. Project Co further agrees that it shall deliver those fully executed Assignable Subcontract Agreements that are identified in Schedule 19 - Project Co Parties to Owner within 45 days of Financial Close, and all remaining Assignable Subcontract Agreements shall be delivered to Owner within 60 days of Financial Close. (de) With the exception In respect of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – contracts with Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of $[REDACTED] or less, neither Project Co nor the Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at Owner’s option, to Owner or Lender or to such other contractor as Owner or Lender may designate, which rights shall only be exercised by Owner, Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Work being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWork.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.21(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hd) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d11.21(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% [REDACTED]% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.21, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project DB Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project DB Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project DB Co Parties; and (iii) be as fully responsible to the CTC City for acts and omissions of the Project DB Co Parties as for acts and omissions of persons directly employed by Project DB Co. (b) Attached in Part 1 of Schedule 8 – Project DB Co Parties is a list of all Project DB Co Parties that Project DB Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project DB Co agrees to update such list (and including, for greater clarity, Part 2 of Schedule 8) from time to time as additional Project DB Co Parties are engaged. Any of these named Project DB Co Parties listed by Project DB Co may be changed by Project DB Co upon prior notice Notice to (but without the approval of) the CTC City Representative, provided however, that if the CTC City Representative reasonably objects to any change to a mechanical or electrical Prequalified Subcontractor (other than the Nominated Signaling Subcontractor) that is a Project DB Co Party, then Project DB Co shall select an alternative replacement mechanical or electrical Prequalified Subcontractor to which the CTC City Representative does not reasonably object. (c) Project DB Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.22(d), to cause the Construction Contractor to cause each of the other Project DB Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC City shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (h) item 1 in Part 2 of Schedule 8 – Project DB Co Parties, none of Project DB Co, the Construction Contractor or the applicable Project DB Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d11.22(d), Project DB Co agrees to deliver to the CTC City the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project DB Co Parties. If, following the date that 100% [REDACTED]% (and issued for construction) Construction Document Submittals are submitted to the CTC City in accordance with Schedule 10 – Review Procedure, Project DB Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.22, Project DB Co shall deliver such Subcontractor’s Direct Agreements to the CTC City within 30 days of after execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC JBH for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC JBH Representative, provided however, that if the CTC JBH Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC JBH Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC JBH shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hj) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d), Project Co agrees to deliver to the CTC JBH the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC JBH in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC JBH within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 35; and (iii) be as fully responsible to the CTC Owner for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of as Schedule 8 – Project Co Parties 19 is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided Owner may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of Owner to ensure Owner does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. Owner shall have the right to assign to Project Co the work of other Owner’s other contractors or the work of Owner’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Lender or Owner shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at the Owner’s or Lender’s option, to Owner or to Lender or to such other contractor as Owner or Lender may designate, which rights of assignment shall only be exercised by Owner, such Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (de) With the exception In respect of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – contracts with Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of $[REDACTED] or less, neither Project Co nor the Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at Owner’s option, to Owner or Lender or to such other contractor as Owner or Lender may designate, which rights shall only be exercised by Owner, Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Work being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWork.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 35; and (iii) be as fully responsible to the CTC Owner for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of as Schedule 8 – Project Co Parties 19 is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Subject to Section 11.9(c), Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided Owner may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of Owner to ensure Owner does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. Owner shall have the right to assign to Project Co the work of other Owner’s other contractors or the work of Owner’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Senior Lender or Owner shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at the Owner’s or Senior Lender’s option, to Owner or to Senior Lender or to such other contractor as Owner or Senior Lender may designate, which rights of assignment shall only be exercised by Owner, such Senior Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. Project Co further agrees that it shall deliver those fully executed Assignable Subcontract Agreements that are identified in Schedule 19 – Project Co Parties in accordance with the time frame specified therein. (de) With the exception In respect of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – contracts with Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of $[REDACTED] or less, neither Project Co nor the Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at Owner’s option, to Owner or Senior Lender or to such other contractor as Owner or Senior Lender may designate, which rights shall only be exercised by Owner, Senior Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Work being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWork.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 35; and (iii) be as fully responsible to the CTC Owner for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of as Schedule 8 – Project Co Parties 19 is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided Owner may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of Owner to ensure Owner does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. Owner shall have the right to assign to Project Co the work of other Owner’s other contractors or the work of Owner’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Lender or Owner shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at the Owner’s or Xxxxxx’s option, to Owner or to Lender or to such other contractor as Owner or Lender may designate, which rights of assignment shall only be exercised by Owner, such Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (de) With the exception In respect of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – contracts with Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of $[REDACTED] or less, neither Project Co nor the Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or other amount at Owner’s option, to Owner or Lender or to such other contractor as Owner or Lender may designate, which rights shall only be exercised by Owner, Lender or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Work being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWork.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Prequalified Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Prequalified Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.22(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d11.22(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% (and issued for construction) Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.22, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of after execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hj) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC Representative, provided however, that if the CTC Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative does not reasonably objectIntentionally deleted. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.21(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – Project Co Parties, none None of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or REDACTED]or less. (e) Subject to Section 11.20(d11.21(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 within 15 days of Schedule 8 – entering into a Subcontract with a Project Co PartiesParty. If, following the date that 100% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.21, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) : enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) ; incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) and be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Prequalified Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Prequalified Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.22(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – Project Co Parties, none None of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d11.22(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.22, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of after execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Prequalified Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Prequalified Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.24(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – Project Co Parties, none None of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d11.24(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document issued for construction Works Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.24, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of after execution.

SUBCONTRACTORS AND SUPPLIERS. ‌ (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 36; and (iii) be as fully responsible to the CTC THP for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 as Schedule 19 – List of Schedule 8 – Project Co Parties is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided THP may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of THP to ensure THP does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. THP shall have the right to assign to Project Co the work of other contractors retained by THP or the work of THP’s own forces related to the Project and, if such assignment results in an increase in Project Co’s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. For clarity, if THP assigns to Project Co the work of other contractors retained by THP or the work of THP’s own forces related to the Project, such work will form part of the Work. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co’s cost or allowance for any delay in the Construction Schedule.‌ (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Agent or THP shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at THP’s or Agent’s option, to THP or to Agent or to such other contractor as THP or Agent may designate, which rights of assignment shall only be exercised by THP, such Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (de) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 19‌ – List of Project Co Parties, none of Project Co, Co nor the Construction Contractor or the applicable Project Co Party are is obliged to enter into a Subcontractor’s Direct an Assignable Subcontract Agreement in respect of Subcontracts a Subcontract having a total estimated cost of $[REDACTED] REDACTED]or less, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party’s further consent and without the payment of any penalty or lessother amount at THP’s option, to THP or Agent or to such other contractor as THP or Agent may designate, which rights shall only be exercised by THP, Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co’s default. (ef) Subject to Section 11.20(d11.8(e), Project Co agrees to deliver to THP the CTC the Subcontractor’s Direct Assignable Subcontract Agreements by the applicable due dates set out in Part 2 of Schedule 8 19 – List of Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure90 days after Financial Close, Project Co or the Contractor is required to enter into any additional Subcontractor’s Direct Assignable Subcontract Agreement pursuant to this Section 11.2011.8, Project Co shall deliver such Subcontractor’s Direct Agreements Assignable Subcontract Agreement to the CTC THP within 30 days of execution. (g) Notwithstanding Section 1.2(c), in the case of any item of the Work being specified under the heading of more than one trade section, Project Co shall decide which of these trades is to perform the Work.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Sections 11.1, 11.2 and 11.4; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work Works as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.22(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hk) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less.; (e) Subject to Section 11.20(d11.22(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.21(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hk) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d11.21(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.21, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC College for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC College Representative, provided however, that if the CTC College Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC College Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC College shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hg) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of [REDACTED] or less]. (e) Subject to Section 11.20(d), Project Co agrees to deliver to the CTC College the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC College in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC College within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Prequalified Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Prequalified Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.22(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d11.22(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.22, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of after execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice Notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Prequalified Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Prequalified Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.24(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hi) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or REDACTED]or less. (e) Subject to Section 11.20(d11.24(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document issued for construction Works Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.24, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of after execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hr) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of [REDACTED] $1,000,000 or less. (e) Subject to Section 11.20(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC College for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC College Representative, provided however, that if the CTC College Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC College Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d11.19(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC College shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hg) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or REDACTED]or less. (e) Subject to Section 11.20(d11.19(d), Project Co agrees to deliver to the CTC College the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% [REDACTED]% Construction Document Submittals are submitted to the CTC College in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.2011.19, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC College within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties Parties, as well as the rights and obligations of City, UofT and TO2015, under this Project Agreement with respect to the works Works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties, including those specified in Sections 11.16 and 11.23; and (iii) be as fully responsible to the CTC HMQ for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of as Schedule 8 – List of Project Co Parties is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work Works as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC HMQ Representative, provided however, that if the CTC HMQ Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is or a Project Co Partyswimming pool Subcontractor, then Project Co shall select an alternative replacement mechanical mechanical, electrical or electrical swimming pool Subcontractor to which the CTC HMQ Representative does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided HMQ may require Project Co to use particular persons as specified in the Project Agreement for specific building systems of HMQ to ensure HMQ does not lose the benefit of any warranty in respect to such building systems. HMQ shall have the right to assign to Project Co the work of HMQ‟s other contractors or the work of HMQ‟s own forces related to the Project and, if such assignment results in an increase in Project Co‟s cost or a delay in the Works Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 22 – Variation Procedure. Notwithstanding the foregoing provisions of this Section 11.17(c), Project Co shall use the Project Co Parties that have been identified in the Project Agreement for specific portions of the Works and with respect to such Project Co Parties there shall be no increase in Project Co‟s cost or allowance for any delay in the Works Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Design and Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.17(e), to cause the Construction Contractor to cause each of the other Project Co PartiesSubcontractors, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that (i) the CTC Lenders or HMQ shall have the right to cure any default by the Construction Contractor under the Subcontract. Subcontract and, (dii) With each such Subcontract shall be assignable without the exception further consent of such Project Co Party and without the Subcontracts specifically listed payment of any penalty or other amount, at the HMQ‟s or the Lenders‟ option, to HMQ or to the Lenders or to such other Construction Contractor as HMQ or the Lenders may designate, which rights of assignment shall only be exercised by HMQ, such the Lenders or such other Construction Contractor in items (a) through (h) the event that this Project Agreement is terminated as a result of Project Co‟s default. Project Co further agrees that it shall deliver those fully executed Assignable Subcontract Agreements that are identified in Part 2 of Schedule 8 – Project Co Parties, none Parties to HMQ within 45 days of Project Co, the Construction Contractor or the applicable Financial Close. (e) In respect of contracts with Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of [REDACTED] or less, neither Project Co nor the Construction Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Construction Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party‟s further consent and without the payment of any penalty or other amount at HMQ‟s option, to HMQ or the Lenders or to such other Construction Contractor as HMQ or the Lenders may designate, which rights shall only be exercised by HMQ, the Lenders or such other Construction Contractor in the event that this Project Agreement is terminated as a result of Project Co‟s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Works being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWorks.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC Contracting Authority for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC Contracting Authority Representative, provided however, that if the CTC Contracting Authority Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Contracting Authority Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC Contracting Authority shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hj) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of [REDACTED] $1,000,000 or less. (e) Subject to Section 11.20(d), Project Co agrees to deliver to the CTC Contracting Authority the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC Contracting Authority in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC Contracting Authority within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties under this Project Agreement with respect to the works to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work as provided in the Project Agreement; (ii) incorporate the relevant terms and conditions of the Project Agreement into all contracts or written agreements with Project Co Parties; and (iii) be as fully responsible to the CTC SMH for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of Schedule 8 – Project Co Parties is a list of all Project Co Parties that Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC SMH Representative, provided however, that if the CTC SMH Representative reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC SMH Representative does not reasonably object. (c) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Construction Contractor’s Direct Agreement and, subject to Section 11.20(d), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Agreement, to evidence, among other things, that the CTC SMH shall have the right to cure any default by the Construction Contractor under the Subcontract. (d) With the exception of the Subcontracts specifically listed in items (a) through (hk) in Part 2 of Schedule 8 – Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts having a total estimated cost of $[REDACTED] or less. (e) Subject to Section 11.20(d), Project Co agrees to deliver to the CTC SMH the Subcontractor’s Direct Agreements by the applicable due dates set out in Part 2 of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC SMH in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20, Project Co shall deliver such Subcontractor’s Direct Agreements to the CTC SMH within 30 days of execution.

SUBCONTRACTORS AND SUPPLIERS. (a) Project Co shall preserve and protect the rights of the Parties parties under this Project Agreement with respect to the works Work to be performed under Subcontract, and shall: (i) enter into Subcontracts or written agreements with Project Co Parties to require them to perform their work Work as provided in the Contract Documents and without limiting the generality of the foregoing, shall advise the Project AgreementCo Parties of the transfer to Project Co of the design coordination, design errors and omissions and design completion risk as set out in Section 11.17; (ii) incorporate the relevant terms and conditions of the Project Agreement Contract Documents into all contracts or written agreements with Project Co Parties, including those specified in Article 35; and (iii) be as fully responsible to the CTC Owner for acts and omissions of the Project Co Parties as for acts and omissions of persons directly employed by Project Co. (b) Attached in Part 1 of as Schedule 8 – Project Co Parties 19 is a list of all Project Co Parties that which Project Co has engaged or caused to be engaged for the performance of the Work as of the date of execution of this Project Agreement. Project Co agrees to update such list from time to time as additional Project Co Parties are engaged. Any of these named Project Co Parties listed by Project Co may be changed by Project Co upon prior notice to (but without the approval of) the CTC RepresentativeConsultant, provided however, that if the CTC Representative Consultant reasonably objects to any change to a mechanical or electrical Subcontractor that is a Project Co Party, then Project Co shall select an alternative replacement mechanical or electrical Subcontractor to which the CTC Representative Consultant does not reasonably object. (c) Project Co shall not be required to employ as a Project Co Party, a person to whom Project Co may reasonably object, provided Owner may require Project Co to use particular persons as specified in the Contract Documents for specific building systems of Owner to ensure Owner does not lose the benefit of any warranty in respect to such building systems, including building automation, fire alarm and nurse call. Owner shall have the right to assign to Project Co the work of other Owner‟s other contractors or the work of Owner‟s own forces related to the Project and, if such assignment results in an increase in Project Co‟s cost or a delay in the Construction Schedule, the same shall be addressed or compensated for in accordance with the provisions of Schedule 11 – Change Procedure. Notwithstanding the foregoing provisions of this Section 11.8(c), Project Co shall use the Project Co Parties that have been identified in the Contract Documents for specific portions of the Work and with respect to such Project Co Parties there shall be no increase in Project Co‟s cost or allowance for any delay in the Construction Schedule. (d) Project Co hereby agrees to contractually obligate the Construction Contractor to enter into the Assignable Subcontract Agreement for Construction Contractor’s Direct Agreement Contract and, subject to Section 11.20(d11.8(e), to cause the Construction Contractor to cause each of the other Project Co Parties, including Suppliers leasing any construction machinery and equipment, to enter into the Subcontractor’s Direct Assignable Subcontract Agreement, to evidence, among other things, evidence that the CTC (i) Agent or Owner shall have the right to cure any default by the Construction Contractor under the SubcontractSubcontract and, (ii) each such Subcontract shall be assignable without the further consent of such Project Co Party and without the payment of any penalty or other amount, at Owner‟s or Agent‟s option, to Owner or to Agent or to such other contractor as Owner or Agent may designate, which rights of assignment shall only be exercised by Owner, such Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co‟s default. Project Co further agrees that it shall deliver those fully executed Assignable Subcontract Agreements that are identified in Schedule 19 – Project Co Parties to Owner within 45 days of Financial Close, and all remaining Assignable Subcontract Agreements shall be delivered to Owner within 60 days of Financial Close. (de) With the exception In respect of the Subcontracts specifically listed in items (a) through (h) in Part 2 of Schedule 8 – contracts with Project Co Parties, none of Project Co, the Construction Contractor or the applicable Project Co Party are obliged to enter into a Subcontractor’s Direct Agreement in respect of Subcontracts Parties having a total estimated cost of $[REDACTED] or less, neither Project Co nor the Contractor is obliged to enter into an Assignable Subcontract Agreement, provided that Project Co shall cause the Contractor to ensure that each Subcontract entered into with a Project Co Party is assignable without such Project Co Party‟s further consent and without the payment of any penalty or other amount at Owner‟s or Agent‟s option, to Owner or Agent or to such other contractor as Owner or Agent may designate, which rights shall only be exercised by Owner, Agent or such other contractor in the event that this Project Agreement is terminated as a result of Project Co‟s default. (ef) Subject to Notwithstanding Section 11.20(d1.2(c), Project Co agrees to deliver to in the CTC case of any item of the Subcontractor’s Direct Agreements by Work being specified under the applicable due dates set out in Part 2 heading of Schedule 8 – Project Co Parties. If, following the date that 100% Construction Document Submittals are submitted to the CTC in accordance with Schedule 10 – Review Procedure, Project Co is required to enter into any additional Subcontractor’s Direct Agreement pursuant to this Section 11.20more than one trade section, Project Co shall deliver such Subcontractor’s Direct Agreements decide which of these trades is to perform the CTC within 30 days of executionWork.