Common use of The Site Clause in Contracts

The Site. [S]15 10.1 The condition of the Site[s] shall[, subject to Clauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] be the sole responsibility of Project Co. Accordingly (without prejudice to any other obligation of Project Co under this Agreement), Project Co shall be deemed to have: 10.1.1 carried out the Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] and [its][their] surroundings and (where applicable) any existing structures or works on, over or under the Site[s]; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s], the load bearing and other relevant properties of the Site[s], the risk of injury or damage to property affecting the Site[s], the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] and of the rights of access to and through the Site[s] granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]) without prejudice to Project Co's rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction); 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions); and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project Co accepts full responsibility for all matters referred to in Clause 10.1 and [subject to Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 (Warranties)],] Project Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 (Delay Events and Compensation Events ), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project Co). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] which are under existing buildings as at the Commencement Date and which it is not practical for Project Co to investigate or survey, Project Co shall not be responsible for them unless they were discovered by the Ground Physical and Geophysical Investigation[s] and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] had been properly carried out or unless they would have been identified had Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination). This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result); 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co in respect of all Direct Losses incurred by Project Co resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall be responsible for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect of the removal of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and

The Site. [S]15 10.1 The condition of the Site[s] shallSite shall [, subject to Clauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] be the sole responsibility of Project DBFM Co. Accordingly (without prejudice to any other obligation of Project DBFM Co under this Agreement), Project DBFM Co shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project DBFM Co's ’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9.2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project DBFM Co accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clauses 10.3 and 10.4 and [Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 52 (Warranties)],] Project DBFM Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project DBFM Co). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] Site which are under existing buildings as at the Commencement Date and which it is not practical for Project DBFM Co to investigate or survey, Project DBFM Co shall not be responsible for them them, unless they were discovered by the Ground Physical and Geophysical Investigation[s] Investigation and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] Investigation had been properly carried out or unless they would have been identified had Project DBFM Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project DBFM Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination)10.3. This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦[ ]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result)for the purposes of this Agreement; 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 51 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project DBFM Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project DBFM Co in respect of all Direct Losses incurred by Project DBFM Co resulting from such Contamination.]] 11 CONSENTS & PLANNING APPROVAL 10.5 Subject to Clauses 10.6 to 10.14 below, Project 11.1 DBFM Co shall be responsible for: 11.1.1 obtaining all Consents which may be required for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect performance of the removal Project Operations; and 11.1.2 implementing each Consent within the period of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor its validity in accordance with Clause 10.7 its terms. 11.2 In the event that: 11.2.1 a Consent that has been granted is subsequently amended, repealed, revoked or otherwise ceases to be in full force and 10.9effect in accordance with its terms as a consequence of any action by a Relevant Authority; 11.2.2 affected persons are entitled to claim compensation for the adverse effects of such action under a statutory scheme of compensation; and 10.6.2 11.2.3 DBFM Co is not entitled in its own name to claim under that scheme but the Asbestos Surveyor (appointed in accordance with Clause 10.7 Authority is so entitled the Authority must use all reasonable endeavours, at the request and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect at the cost of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skillsDBFM Co, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report claim or to include within its recommendations claim such sums as DBFM Co acting reasonably requests and shall pay to updates required DBFM Co the part of any compensation that it receives under that scheme that relates to the Asbestos Schedule and with all information required to complete sums claimed at the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; andrequest of DBFM Co.

The Site. [S]15 10.1 The condition of the Site[s] shallSite shall [, subject to Clauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] be the sole responsibility of Project Co. Sub-hubco. Accordingly (without prejudice to any other obligation of Project Co Sub-hubco under this Agreement), Project Co Sub-hubco shall be deemed to have: 10.1.1 : carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]; 10.1.2 Site; satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 ; satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project Co's Sub-hubco’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction); 10.1.4 9.2; satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 and satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project Co Sub-hubco accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clauses 10.3 and 10.4 and [Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 52 (Warranties)],] Project Co Sub-hubco shall: 10.2.1 : not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 and be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project CoSub-hubco). 10.3 . To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] Site which are under existing buildings as at the Commencement Execution Date and which it is not practical for Project Co Sub-hubco to investigate or survey, Project Co Sub-hubco shall not be responsible for them them, unless they were discovered by the Ground Physical and Geophysical Investigation[s] Investigation and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] Investigation had been properly carried out or unless they would have been identified had Project Co Sub-hubco carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co Sub-hubco is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination)10.3. This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦]. 10.4 [ ] Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 : during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result); 10.4.2 for the purposes of this Agreement; where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 51 (Excusing Causes); 10.4.3 ; further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 and where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co Sub-hubco harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co Sub-hubco in respect of all Direct Losses incurred by Project Co Sub-hubco resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co ] Sub-hubco shall be responsible for: obtaining all Consents which may be required for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect performance of the removal Project Operations; and implementing each Consent within the period of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor its validity in accordance with Clause 10.7 its terms. In the event that: a Consent that has been granted is subsequently amended, repealed, revoked or otherwise ceases to be in full force and 10.9; and 10.6.2 the Asbestos Surveyor (appointed effect in accordance with Clause 10.7 its terms as a consequence of any action by a Relevant Authority; affected persons are entitled to claim compensation for the adverse effects of such action under a statutory scheme of compensation; and 10.9) carries out an Asbestos Survey Sub-hubco is not entitled in its own name to claim under that scheme but the Authority is so entitled the Authority must use all reasonable endeavours, at the request and submits an Asbestos Survey Report in respect at the cost of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skillsSub-hubco, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report claim or to include within its recommendations claim such sums as Sub-hubco acting reasonably requests and shall pay to updates required Sub-hubco the part of any compensation that it receives under that scheme that relates to the Asbestos Schedule and with all information required to complete sums claimed at the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; andrequest of Sub-hubco.

The Site. [S]15S]16 10.1 The condition of the Site[s] shall[, subject to Clauses 10.3 [and 10.4] 10.4 ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] be the sole responsibility of Project Co. Accordingly (without prejudice to any other obligation of Project Co under this Agreement), Project Co shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s], the load bearing and other relevant properties of the Site[s], the risk of injury or damage to property affecting the Site[s], the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] and of the rights of access to and through the Site[s] granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]) without prejudice to Project Co's rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction); 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To . 10.2 To avoid doubt, Project Co accepts full responsibility for all matters referred to in Clause 10.1 and [subject to Clause 10.3 and Clause 10.4 ([Responsibility for Ground Conditions and Contamination) [and Clause 53 (Warranties)],] Project Co shall: 16To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) which is to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained required by WEPCo or Project Co (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA)) but were not instructed by the Authority or permitted by the Authority to be carried out, that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the The risk of Additional Asbestos is asbestos on other areas of the Site(s) should be considered on a project specific basis. The Template MIM Education PA assumes, and it will ordinarily be expected, that Project Co takes this risk (including on projects that involve the demolition of existing buildings where Project Co ought to be an Authority riskin a position, on the drafting at Clauses 10.5 basis of its knowledge and expertise, to 10.14 should also be usedevaluate the need for asbestos removal and factor this in to its demolition proposals). 10.2 To avoid doubt, Project Co accepts full responsibility for all matters referred to in Clause 10.1 and [subject to Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 (Warranties)],] Project Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project Co). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] which are under existing buildings as at the Commencement Date and which it is not practical for Project Co to investigate or survey, Project Co shall not be responsible for them unless they were discovered by the Ground Physical and Geophysical Investigation[s] and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] had been properly carried out or unless they would have been identified had Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination). This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result)for the purposes of this Agreement; 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co in respect of all Direct Losses incurred by Project Co resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall shall, in relation to the Utilities required or affected as a result of carrying out the Works: 10.5.1 be responsible for and shall hold determining the Authority harmless from the removal location of any Asbestos such Utilities as may be at the Site(s) Site[s] and for the Authority shall have no liability maintenance of access to such Utilities at the Site[s]; 10.5.2 make and rely upon all necessary investigations and surveys as to such Utilities at the Site[s]; 10.5.3 be responsible and make provision for lawfully diverting, disconnecting or otherwise dealing as may be necessary with any Utilities not within the Site[s]; 10.5.4 pay to all Relevant Authorities or undertakings all costs and expenses incurred in diverting, disconnecting or otherwise carrying out works in respect of such Utilities within the removal of any Asbestos at the Site(s) other than as set out Site[s]; and 10.5.5 otherwise do all that is required in Clauses 10.6 to 10.14. 10.6 Prior relation to the commencement Utilities required for the purpose of the carrying out of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 [including but not limited to using all reasonable endeavours to conclude with each Utilities Third Party the appointment of an Asbestos Surveyor in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect terms of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skillsUtilities Agreement, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant subject to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that 9.6 (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(sExtent of Rights), HSG 264; and].

The Site. [S]15 10.1 The condition of the Site[s] shallSite shall [, subject to Clauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] be the sole responsibility of Project Co. Sub-hubco. Accordingly (without prejudice to any other obligation of Project Co Sub-hubco under this Agreement), Project Co Sub-hubco shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project Co's Sub- hubco’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9.2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project Co Sub-hubco accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clauses 10.3 and 10.4 and [Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 52 (Warranties)],] Project Co Sub-hubco shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project CoSub-hubco). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] Site which are under existing buildings as at the Commencement Execution Date and which it is not practical for Project Co Sub-hubco to investigate or survey, Project Co Sub-hubco shall not be responsible for them them, unless they were discovered by the Ground Physical and Geophysical Investigation[s] Investigation and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] Investigation had been properly carried out or unless they would have been identified had Project Co Sub-hubco carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co Sub-hubco is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination)10.3. This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦[ ]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result)for the purposes of this Agreement; 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 51 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co Sub-hubco harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co Sub-hubco in respect of all Direct Losses incurred by Project Co Sub-hubco resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall be responsible for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect of the removal of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and

The Site. [S]15 10.1 The condition of the Site[s] shallSite shall [, subject to Clauses ClauseClauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] be the sole responsibility of Project Co. Accordingly (without prejudice to any other obligation of Project Co under this Agreement), Project Co shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project Co's rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9.2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project Co accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clause 10.3 and Clause 10.4 [and [Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 52 (Warranties)],] Project Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project Co). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] Site which are under existing buildings as at the Commencement Execution Date and which it is not practical for Project Co to investigate or survey, Project Co shall not be responsible for them them, unless they were discovered by the Ground Physical and Geophysical Investigation[s] Investigation and accordingly identified in Section 3 (Authority's '’s Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] Investigation had been properly carried out or unless they would have been identified had Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination)10.3. This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦][ ] . 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result)for the purposes of this Agreement; 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 51 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co in respect of all Direct Losses incurred by Project Co resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall be responsible for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect of the removal of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and

The Site. [S]15 10.1 The condition of the Site[s] shallSite shall [, subject to Clauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] be the sole responsibility of Project DBFM Co. Accordingly (without prejudice to any other obligation of Project DBFM Co under this Agreement), Project DBFM Co shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project DBFM Co's ’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9.2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project DBFM Co accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clauses 10.3 and 10.4 and [Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 52 (Warranties)],] Project DBFM Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project DBFM Co). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] Site which are under existing buildings as at the Commencement Date and which it is not practical for Project DBFM Co to investigate or survey, Project DBFM Co shall not be responsible for them them, unless they were discovered by the Ground Physical and Geophysical Investigation[s] Investigation and accordingly identified in Section 3 33 (Authority's Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] Investigation had been properly carried out or unless they would have been identified had Project DBFM Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project DBFM Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination)10.3. This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦[ ]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result)for the purposes of this Agreement; 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 51 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project DBFM Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project DBFM Co in respect of all Direct Losses incurred by Project DBFM Co resulting from such Contamination.]] 11 CONSENTS & PLANNING APPROVAL 10.5 Subject to Clauses 10.6 to 10.14 below, Project 11.1 DBFM Co shall be responsible for: 11.1.1 obtaining all Consents which may be required for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect performance of the removal Project Operations; and 11.1.2 implementing each Consent within the period of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor its validity in accordance with Clause 10.7 its terms. 11.2 In the event that: 11.2.1 a Consent that has been granted is subsequently amended, repealed, revoked or otherwise ceases to be in full force and 10.9effect in accordance with its terms as a consequence of any action by a Relevant Authority; 11.2.2 affected persons are entitled to claim compensation for the adverse effects of such action under a statutory scheme of compensation; and 10.6.2 11.2.3 DBFM Co is not entitled in its own name to claim under that scheme but the Asbestos Surveyor (appointed in accordance with Clause 10.7 Authority is so entitled the Authority must use all reasonable endeavours, at the request and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect at the cost of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skillsDBFM Co, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report claim or to include within its recommendations claim such sums as DBFM Co acting reasonably requests and shall pay to updates required DBFM Co the part of any compensation that it receives under that scheme that relates to the Asbestos Schedule and with all information required to complete sums claimed at the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; andrequest of DBFM Co.

The Site. [S]15 10.1 The condition of the Site[s] shallSite shall [, subject to Clauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] be the sole responsibility of Project DBFM Co. Accordingly (without prejudice to any other obligation of Project DBFM Co under this Agreement), Project DBFM Co shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project DBFM Co's ’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9.2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project DBFM Co accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clauses 10.3 and 10.4 and [Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 52 (Warranties)],] Project DBFM Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project DBFM Co). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] Site which are under existing buildings as at the Commencement Date and which it is not practical for Project DBFM Co to investigate or survey, Project DBFM Co shall not be responsible for them them, unless they were discovered by the Ground Physical and Geophysical Investigation[s] Investigation and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] Investigation had been properly carried out or unless they would have been identified had Project DBFM Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project DBFM Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination)10.3. This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦[ ]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result)for the purposes of this Agreement; 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 51 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project DBFM Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project DBFM Co in respect of all Direct Losses incurred by Project DBFM Co resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project 11.1 DBFM Co shall be responsible for: 11.1.1 obtaining all Consents which may be required for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect performance of the removal Project Operations; and 11.1.2 implementing each Consent within the period of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor its validity in accordance with Clause 10.7 its terms. 11.2 In the event that: 11.2.1 a Consent that has been granted is subsequently amended, repealed, revoked or otherwise ceases to be in full force and 10.9effect in accordance with its terms as a consequence of any action by a Relevant Authority; 11.2.2 affected persons are entitled to claim compensation for the adverse effects of such action under a statutory scheme of compensation; and 10.6.2 11.2.3 DBFM Co is not entitled in its own name to claim under that scheme but the Asbestos Surveyor (appointed in accordance with Clause 10.7 Authority is so entitled the Authority must use all reasonable endeavours, at the request and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect at the cost of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skillsDBFM Co, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report claim or to include within its recommendations claim such sums as DBFM Co acting reasonably requests and shall pay to updates required DBFM Co the part of any compensation that it receives under that scheme that relates to the Asbestos Schedule and with all information required to complete sums claimed at the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; andrequest of DBFM Co.

The Site. [S]15 10.1 The condition of the Site[s] shall[, subject to Clauses 10.3 [Site and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] the Temporary Areas shall be the sole responsibility of Project Co. Accordingly (without prejudice to any other obligation of Project Co under this Agreement), Project Co shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] Temporary Areas and their surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site and Temporary Areas; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site and Temporary Areas, the load bearing and other relevant properties of the Site[s]Site and Temporary Areas, the risk of injury or damage to property affecting the Site[s]Site and Temporary Areas, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works;; 7 to be amended as per project basis. 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and Temporary Areas and of the rights of access to and through the Site[s] Site and Temporary Areas granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site and Temporary Areas) without prejudice to Project Co's rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9.2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained as well as the risks of interference by a review of title conditions, not included in Protesters or Trespassers on the Title Conditions)Sites and/or Temporary Areas; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project Co accepts full responsibility for all matters referred to in Clause 10.1 and [subject to Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 (Warranties)],] Project Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site and/or Temporary Areas was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site and/or Temporary Areas so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project Co). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] which are under existing buildings as at the Commencement Date and which it is not practical for Project Co to investigate or survey, Project Co shall not be responsible for them unless they were discovered by the Ground Physical and Geophysical Investigation[s] and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] had been properly carried out or unless they would have been identified had Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination). This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result); 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co in respect of all Direct Losses incurred by Project Co resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall be responsible for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect of the removal of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and

The Site. [S]15 10.1 The condition of the Site[s] shall[, Site shall subject to Clauses 10.3 [10.3, 10.4 and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] 10.5 be the sole responsibility of Project DBFM Co. Accordingly (without prejudice to any other obligation of Project DBFM Co under this Agreement), Project DBFM Co shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder (such satisfaction being subject to the assumption that the drawing dated 19 January 2015 and the disposition plan with reference AHS-15-01 and dated March 2015, provided by the Authority in relation to the Authority’s ownership of the Site, are true and accurate and conditional on the same) and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project DBFM Co's ’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9.2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project DBFM Co accepts full responsibility for all matters referred to in Clause 10.1 and [and, subject to Clause 10.3 [Clauses 10.3, 10.4 and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 (Warranties)],] Project 10.5, DBFM Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project DBFM Co). Responsibility for Contamination 10.3 The parties acknowledge that there is Contamination within the Existing Contaminated Land The parties acknowledge that, for the purposes of carrying out the Works and provision of the Services, DBFM Co will comply with its obligations identified in paragraph 12.4 of Section 4 of DBFM Co’s Proposals to the extent that the Existing Contaminated Land is within the Site. 10.3 10.4 To the extent that unforeseen ground conditions and/or Contamination exist exists in any parts part of the Site[s] which are under existing buildings as Site at any point during the Project Term and it is agreed or determined that the source of such Contamination is the Contamination identified and known to be present prior to the Commencement Date and which it is not practical for Project Co to investigate or surveywithin the Existing Contaminated Land, Project Co shall not be responsible for them unless they were discovered by the Ground Physical and Geophysical Investigation[s] and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] had been properly carried out or unless they would have been identified had Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination). This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies the same save to the following areas: [♦].extent that the rate of degradation or percolation of the same is aggravated as a consequence of carrying out of the Project Operations and/or any acts or omissions of DBFM Co. 10.4 10.5 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) 10.4 the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 10.5.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result)for the purposes of this Agreement; 10.4.2 10.5.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 51 (Excusing Causes); 10.4.3 10.5.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 10.5.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project DBFM Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project DBFM Co in respect of all Direct Losses incurred by Project DBFM Co resulting from such Contamination.]. 11 Consents & Planning Approval 10.5 Subject to Clauses 10.6 to 10.14 below, Project 11.1 DBFM Co shall be responsible for: 11.1.1 subject to the provisions of Clause 11.1A and Clause 11.1B, obtaining all Consents which may be required for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect performance of the removal of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14.Project Operations; and 10.6 Prior 11.1.2 subject to the commencement provisions of Clause 11.1A and Clause 11.1B, implementing each Consent within the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment period of an Asbestos Surveyor its validity in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Siteits terms. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and

The Site. [S]15 10.1 The condition of the Site[s] shall[, subject to Clauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] Site shall be the sole responsibility of Project DBFM Co. Accordingly (without prejudice to any other obligation of Project DBFM Co under this Agreement), Project DBFM Co shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project DBFM Co's ’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9.2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project DBFM Co accepts full responsibility for all matters referred to in Clause 10.1 and [subject to Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 (Warranties)],] Project DBFM Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project DBFM Co). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] which are under existing buildings as at the Commencement Date and which it is not practical for Project Co to investigate or survey, Project Co shall not be responsible for them unless they were discovered by the Ground Physical and Geophysical Investigation[s] and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] had been properly carried out or unless they would have been identified had Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination). This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result); 10.4.2 where any such matter arises during the Operational Term it shall, for For the avoidance of doubt, be deemed nothing contained in this Clause 10 shall require DBFM Co (or any DBFM Co Party) to be an Excusing Cause assume responsibility for the purposes of Clause 52 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co in respect of all Direct Losses incurred by Project Co resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall be responsible for and shall hold the Authority harmless from cleaning up and/or otherwise dealing with any Contamination that may be discovered on or in the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect vicinity of the removal banks of the watercourse running through the Site within or adjacent to Ancillary Rights Area 1, to the extent that it is agreed or determined that the source of such Contamination is upstream from the Site, that such Contamination has been brought downstream to the Site and/or Ancillary Rights Area 1 within such watercourse in the period after the Commencement Date and that the presence of such Contamination is not attributable to any Asbestos at act, neglect, default or omission on the Site(s) other than as set part of DBFM Co or any DBFM Co Party in carrying out in Clauses 10.6 to 10.14the Project Operations. 10.6 Prior 10.4 not used 11 CONSENTS & PLANNING APPROVAL 11.1 DBFM Co shall be responsible for: 11.1.1 subject to the commencement provisions of Clause 11.1A and Clause 11.1B,obtaining all Consents which may be required for the performance of the Works at a Demolition SiteProject Operations; and 11.1.2 subject to the provisions of Clause 11.1A and Clause 11.1B, Project Co shall procure17: 10.6.1 implementing each Consent within the appointment period of an Asbestos Surveyor its validity in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Siteits terms. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and

The Site. [S]15 10.1 The condition of the Site[s] shallSite shall [, subject to Clauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] be the sole responsibility of Project Co. Sub-hubco. Accordingly (without prejudice to any other obligation of Project Co Sub-hubco under this Agreement), Project Co Sub-hubco shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project Co's Sub-hubco’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9.2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project Co Sub-hubco accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clauses 10.3 and 10.4 and [Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 52 (Warranties)],] Project Co Sub-hubco shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project CoSub-hubco). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] Site which are under existing buildings as at the Commencement Execution Date and which it is not practical for Project Co Sub-hubco to investigate or survey, Project Co Sub-hubco shall not be responsible for them them, unless they were discovered by the Ground Physical and Geophysical Investigation[s] Investigation and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] Investigation had been properly carried out or unless they would have been identified had Project Co Sub-hubco carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co Sub-hubco is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination)10.3. This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦[ ]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result)for the purposes of this Agreement; 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 51 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co Sub-hubco harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co Sub-hubco in respect of all Direct Losses incurred by Project Co Sub-hubco resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall be responsible for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect of the removal of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and

The Site. [S]15 10.1 The condition 22.1 Giving possession of the Site[s] shall[, subject to Clauses 10.3 [Site (a) The Contractor has visited and 10.4] ([Responsibility for Ground Conditions inspected the Site and Contamination) / [to 10.14 ([Asbestos),] be the sole responsibility of Project Co. Accordingly (without prejudice to any other obligation of Project Co under this Agreement), Project Co shall be deemed to have: 10.1.1 carried out the Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] and [its][their] surroundings and (where applicable) any existing structures or works on, over or under the Site[s]; 10.1.2 satisfied acknowledges that it has acquainted itself as to with the nature of the Site Conditionsground, the ground conditions, the ways and means of access, the location and availability of all services, the local conditions and the subsoil, the form and nature full extent of the Site[s]work required. Unless otherwise expressly stated in Sub-clauses 6.2, the load bearing 6.3 and other relevant properties 6.4, no claim whatsoever shall at any time be considered or admitted on grounds of lack of knowledge of the Site[s]works, a lack of information, a deficiency of description or a failure to properly inspect or investigate on the risk of injury or damage to property affecting the Site[s], the nature part of the materials Contractor. (whether natural or otherwiseb) to be excavated and The Purchaser shall give the nature Contractor possession of those parts of the designSite at such times as are specified in the Notice to Proceed. The Parties agree that the Purchaser shall, work and materials necessary for subject to Sub-clause 22.1(c), not be required to give the execution Contractor possession of any part of the Works;Site prior to [the date which is 3 months after the Commencement Date]. 10.1.3 satisfied itself as (c) The Purchaser shall not be obliged to give possession of any part of the Site to the extent Contractor in the event that and adequacy for so long as the Councils, for any reason whatsoever, have not granted the Purchaser access to the relevant part of the Site[s] Site under the Principal Contract. (d) The Contractor shall, at no additional cost, comply with the traffic management proposals and any other restrictions applicable to the roads providing ingress and egress to the Site which have been issued to it from time to time by the Project Manager. (e) The Purchaser shall, from the Commencement Date, allow the Contractor access to those parts of the rights Site [(and/or to parts of access properties adjacent to the Site which are within the possession and through control of the Site[sPurchaser)] granted hereunder and any accommodation it may require for that are reasonably required by the purposes of fulfilling Contractor in order to carry out its obligations under this Agreement (such as additional land or buildings outside the Site[s]) without prejudice to Project Co's rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction); 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions); and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide Contract provided that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate Contractor has provided the Purchaser with at least [ ] days prior written notice and which cannot be reasonably identified by Project Co. Areas of such notice identifies the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated part or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project Co accepts full responsibility for all matters referred to in Clause 10.1 and [subject to Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 (Warranties)],] Project Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 (Delay Events and Compensation Events ), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project Co). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] which Site (and/or such parts as are under existing buildings as at adjacent to the Commencement Date Site) required and which it the duration that the Contractor requires such access in relation to each such part. [Where access is not practical for Project Co to investigate or survey, Project Co shall not be responsible for them unless they were discovered required by the Ground Physical and Geophysical Investigation[s] and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] had been properly carried out or unless they would have been identified had Project Co carried out Contractor to any such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination). This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies areas adjacent to the following areas: [♦Site the Contractor shall comply with the Purchaser’s site and safety rules as are notified to the Contractor, from time to time, and any other further conditions upon which access is granted as the Purchaser shall require]. 10.4 Where pursuant 22.2 Ingress to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result); 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co in respect of all Direct Losses incurred by Project Co resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall be responsible for and shall hold the Authority harmless egress from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect of the removal of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and

The Site. [S]15 10.1 The condition of the Site[s] shall[, subject to Clauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] Site shall be the sole responsibility of Project Co. Sub-hubco. Accordingly (without prejudice to any other obligation of Project Co Sub-hubco under this Agreement), Project Co Sub-hubco shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project Co's Sub-hubco’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9.2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions); and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project Co Sub-hubco accepts full responsibility for all matters referred to in Clause 10.1 and [subject to Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 (Warranties)],] Project Co Sub-hubco shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Sub-hubco). 10.3 NOT USED 10.4 NOT USED 11 CONSENTS & PLANNING APPROVAL 11.1 Sub-hubco shall be responsible for: 11.1.1 obtaining all Consents which may be required for the performance of the Project Co)Operations; and 11.1.2 subject to Clause 11.3, implementing each Consent within the period of its validity in accordance with its terms. 10.3 To 11.2 In the extent event that: 11.2.1 a Consent that unforeseen ground conditions and/or Contamination exist has been granted is subsequently amended, repealed, revoked or otherwise ceases to be in full force and effect in accordance with its terms as a consequence of any parts action by a Relevant Authority; 11.2.2 affected persons are entitled to claim compensation for the adverse effects of such action under a statutory scheme of compensation; and 11.2.3 Sub-hubco is not entitled in its own name to claim under that scheme but the Authority is so entitled the Authority must use all reasonable endeavours, at the request and at the cost of Sub-hubco, to claim or to include within its claim such sums as Sub-hubco acting reasonably requests and shall pay to Sub-hubco the part of any compensation that it receives under that scheme that relates to the sums claimed at the request of Sub-hubco. 11.3 The Authority shall implement and satisfy each of the Site[s] conditions and reserved matters of the Planning Approval in respect of which are under existing buildings as at responsibility for the Commencement Date and which it is not practical for Project Co same has been allocated to investigate or survey, Project Co shall not be responsible for them unless they were discovered by the Ground Physical and Geophysical Investigation[s] and accordingly identified Authority in Section 3 1 (Authority's Construction RequirementsPlanning/Consents) of Schedule Part 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] had been properly carried out or unless they would have been identified had Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination). This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result); 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co in respect of all Direct Losses incurred by Project Co resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall be responsible for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect of the removal of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and

The Site. [S]15 10.1 The condition of the Site[s] shall[, subject to Clauses 10.3 [Site and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),] the Temporary Areas shall be the sole responsibility of Project Co. Accordingly (without prejudice to any other obligation of Project Co under this Agreement), Project Co shall be deemed to have:: 8 To be amended as per project basis. 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] Temporary Areas and their surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site and Temporary Areas; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the Condition of the Existing Road, the form and nature of the Site[s]Site and Temporary Areas, the load bearing and other relevant properties of the Site[s]Site and Temporary Areas, the risk of injury or damage to property affecting the Site[s]Site and Temporary Areas, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and Temporary Areas and of the rights of access to and through the Site[s] Site and Temporary Areas granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site and Temporary Areas) without prejudice to Project Co's rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction); 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained as well as the risks of interference by a review of title conditions, not included in Protesters or Trespassers on the Title Conditions); andSite and/or Temporary Areas and/or the approach to the Site and/or Temporary Areas; 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To ; and 10.1.6 thoroughly examined, checked and satisfied itself as to the extent that it is not practical adequacy, completeness, correctness and suitability of all Design Data made available to investigate areas Project Co by or on behalf of the Site(s) (for example, due Authority prior to Authority occupation execution of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 this Agreement and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and has adopted or made use of or which cannot be reasonably identified by Project Co. Areas of the Site(s) Co intends to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated adopt or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be usedmake use of. 10.2 To avoid doubt, Project Co accepts full responsibility for all matters referred to in Clause 10.1 (The Site) and [subject to Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 (Warranties)],] Project Co shall: 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 34 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site and/or Temporary Areas was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site and/or Temporary Areas and/or which it otherwise causes so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project Co). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] which are under existing buildings as at the Commencement Date and which it is not practical for Project Co to investigate or survey, Project Co shall not be responsible for them unless they were discovered by the Ground Physical and Geophysical Investigation[s] and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] had been properly carried out or unless they would have been identified had Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination). This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result); 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co in respect of all Direct Losses incurred by Project Co resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall be responsible for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect of the removal of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and

The Site. [S]15 10.1 The condition of the Site[s] shallSite shall [, subject to Clauses 10.3 [and 10.4] ([Responsibility for Ground Conditions and Contamination) / [to 10.14 ([Asbestos),10.4,1 0.4] be the sole responsibility of Project Co. Sub-hubco. Accordingly (without prejudice to any other obligation of Project Co Sub-hubco under this Agreement), Project Co Sub-hubco shall be deemed to have: 10.1.1 carried out the a Ground Physical and Geophysical Investigation and to have inspected and examined the Site[s] Site and [its][their] its surroundings and (where applicable) any existing structures or works on, over or under the Site[s]Site; 10.1.2 satisfied itself as to the nature of the Site Conditions, the ground and the subsoil, the form and nature of the Site[s]Site, the load bearing and other relevant properties of the Site[s]Site, the risk of injury or damage to property affecting the Site[s]Site, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works; 10.1.3 satisfied itself as to the extent and adequacy of the Site[s] Site and of the rights of access to and through the Site[s] Site granted hereunder and any accommodation it may require for the purposes of fulfilling its obligations under this Agreement (such as additional land or buildings outside the Site[s]Site) without prejudice to Project Co's Sub-hubco’s rights under this Agreement in respect of a breach by the Authority of its obligations under Clause 9.1 (Access During Construction) and/or Clause 9.2 (Access Following Construction)9 .2; 10.1.4 satisfied itself as to the precautions, times and methods of working necessary to prevent any nuisance or interference, whether public or private, being caused to any third parties (except where such matters can only be ascertained by a review of title conditions, not included in the Title Conditions)parties; and 10.1.5 satisfied itself as to the conditions, burdens, restrictions and reservations set out in the Title Conditions and the Reserved Rights. 15To the extent that it is not practical to investigate areas of the Site(s) (for example, due to Authority occupation of existing premises on the Site(s) to be developed in order to construct the Facilities), the drafting at Clauses 10.3 and 10.4 can be included to provide Project Co with appropriate relief. These Clauses provide that the Authority bears any additional costs arising out of unforeseen conditions in areas which Project Co cannot investigate and which cannot be reasonably identified by Project Co. Areas of the Site(s) to which this carve out applies should be clearly identified in the Project Agreement. WEPCo will be required to undertake Ground Physical and Geophysical Investigations at stage 1 of the New Project Approval Process under the SPA, where these have not already been procured by the relevant Authority in advance of the New Project Request (and included in the site brief. It may be appropriate, where updated or additional surveys are obtained by WEPCo (acting in accordance with Good Industry Practice and in good faith during the New Project Approval Process under the SPA), that these should also be specifically carved out of Clause 10.3. The risk that an Authority assumes in terms of Clauses 10.3 and 10.4 where relevant (i.e. where there are areas of the Site(s) under or within existing buildings that are not capable of survey) will not include the risk of asbestos. Where a specific asbestos risk has been identified and the risk of Additional Asbestos is to be an Authority risk, the drafting at Clauses 10.5 to 10.14 should also be used. 10.2 To avoid doubt, Project Co Sub-hubco accepts full responsibility for all matters referred to in Clause 10.1 and [, subject to Clause 10.3 [and Clause 10.4] ([Responsibility for Ground Conditions and Contamination)] /[to 10.14 ([Asbestos)] [and Clause 53 C lauses 52 (Warranties)],] Project Co Sub-hubco shall: 10.3 and Clause 10.4 and [Clause 10.2.1 not be entitled to make any claim against the Authority of any nature whatsoever save, if applicable, as expressly provided in Clause 30 29 (Delay Events and Compensation Events Events), on any grounds including (without limitation) the fact that incorrect or insufficient information on any matter relating to [any of] the Site[s] Site was given to it by any person, whether or not the Authority or an Authority Party; and 10.2.2 be responsible for, and hold the Authority harmless from, cleaning up and/or otherwise dealing with any Contamination at [any of] the Site[s] Site so that it shall at all times comply with its obligations under this Agreement including (without limitation) complying with, at its own cost, any applicable Laws and any Consents, orders, notices or directions of any regulatory body (whether made against the Authority or Project CoSub-hubco). 10.3 To the extent that unforeseen ground conditions and/or Contamination exist in any parts of the Site[s] which are under existing buildings as at the Commencement Date and which it is not practical for Project Co to investigate or survey, Project Co shall not be responsible for them unless they were discovered by the Ground Physical and Geophysical Investigation[s] and accordingly identified in Section 3 (Authority's Construction Requirements) of Schedule 6 (Construction Matters) or unless they should reasonably have been discoverable if the Ground Physical and Geophysical Investigation[s] had been properly carried out or unless they would have been identified had Project Co carried out such additional surveys as it would have been reasonable to expect an experienced contractor to have carried out in the circumstances. The Authority shall be responsible for any ground conditions and/or Contamination for which Project Co is not responsible by virtue of this Clause 10.3 ([Responsibility for Ground Conditions and Contamination). This Clause 10.3 ([Responsibility for Ground Conditions and Contamination) applies to the following areas: [♦]. 10.4 Where pursuant to Clause 10.3 ([Responsibility for Ground Conditions and Contamination) the Authority is responsible for any of the matters referred to then the following provisions shall apply: 10.4.1 during the Construction Phase any such matter shall be deemed to be a Delay Event (to the extent that there will be (or is likely to be) delay to [satisfaction of the [relevant] ICT Handover Requirements or,] completion of the relevant [Main] Works [or the [relevant] Post Completion Works (as applicable)]) and/ or a Compensation Event (where Project Co has incurred a loss (including a loss in revenue) and/or expense as a direct result); 10.4.2 where any such matter arises during the Operational Term it shall, for the avoidance of doubt, be deemed to be an Excusing Cause for the purposes of Clause 52 (Excusing Causes); 10.4.3 further where any such matter arises during the Operational Term and any work or change to the Services is required or instructed to be done in consequence of it, it shall be deemed to be a Qualifying Change; and 10.4.4 where any such matter is Contamination (whether during the Construction Phase or the Operational Term) the Authority shall further hold Project Co harmless from cleaning up and otherwise dealing with the Contamination and shall indemnify Project Co in respect of all Direct Losses incurred by Project Co resulting from such Contamination.] 10.5 Subject to Clauses 10.6 to 10.14 below, Project Co shall be responsible for and shall hold the Authority harmless from the removal of any Asbestos at the Site(s) and the Authority shall have no liability in respect of the removal of any Asbestos at the Site(s) other than as set out in Clauses 10.6 to 10.14. 10.6 Prior to the commencement of the Works at a Demolition Site, Project Co shall procure17: 10.6.1 the appointment of an Asbestos Surveyor in accordance with Clause 10.7 and 10.9; and 10.6.2 the Asbestos Surveyor (appointed in accordance with Clause 10.7 and 10.9) carries out an Asbestos Survey and submits an Asbestos Survey Report in respect of the relevant Demolition Site. 10.7 Project Co shall seek competitive tenders from a minimum of three [(3)] licensed Asbestos surveyors with the necessary skills, qualifications and experience to carry out Asbestos Surveys on the basis that the successful tenderer shall: 10.7.1 provide Asbestos Surveys in respect of all of the Demolition Sites; 10.7.2 for each Demolition Site, as soon as reasonably practicable after the relevant Asbestos Survey has been carried out, produce the Asbestos Survey Report to include its recommendations as to updates required to the Asbestos Schedule and with all information required to complete the Asbestos Schedules pursuant to Clause 10.7.3; 16 This drafting should be included where Project Co is required to carry out demolition work and initial Asbestos Management Surveys carried out under the SPA have identified an asbestos risk. 17The drafting assumes that (a) an Asbestos Surveyor has not been appointed to carry out Demolition survey(s), HSG 264; and