Common use of Warranty Period Security Clause in Contracts

Warranty Period Security. ‌ (a) Project Co shall either:‌ (i) on or before the Substantial Completion Date, deliver, or cause to be delivered, to Contracting Authority, the Warranty Period Letter of Credit; or (ii) no later than five Business Days prior to the Substantial Completion Date, provide written Notice to Contracting Authority of Project Co’s intention to not deliver the Warranty Period Letter of Credit, in which case Contracting Authority shall with hold the Warranty Period Cash Amount in accordance with Section 11.17(c).‌ (b) The Warranty Period Letter of Credit shall be in an amount equal to [REDACTED] ($[REDACTED]) (the “Required Amount”). (c) Notwithstanding Section 4.3(a), if:‌ (i) the Warranty Period Letter of Credit has not been delivered to Contracting Authority by the Substantial Completion Payment Date, or (ii) Project Co provides written Notice to Contracting Authority pursuant to Section 11.17(a)(ii) that it elects not to deliver the Warranty Period Letter of Credit, then Contracting Authority may withhold from the Substantial Completion Payment a holdback amount equal to the Required Amount (the “Warranty Period Cash Amount”). (d) The Warranty Period Cash Amount may be withheld by Contracting Authority until the Warranty Period Security Return Date, and upon the Warranty Period Security Return Date, the remaining amount of the Warranty Period Cash Amount shall be paid by Contracting Authority to Project Co. (e) The withholding of the Warranty Period Cash Amount in accordance with Section 11.17(c) shall be Contracting Authority’s sole remedy for failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount by the Substantial Completion Payment Date and, for greater certainty, Contracting Authority shall not be entitled to withhold payment of the balance of the Substantial Completion Payment as a result of any such failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount. (f) Contracting Authority shall be entitled to draw on the Warranty Period Security:‌ (i) in an amount equal to the amount of the costs estimated by the Independent Certifier for Contracting Authority to rectify defects, deficiencies or non- compliant items in the Work, together with all other damages suffered by Contracting Authority, including any costs incurred by Contracting Authority in accordance with Sections 11.15 and 11.16 as a result of Project Co’s failure to comply with its obligations under Sections 11.15 and 11.16; and/or (ii) to satisfy any amounts that are due and have remained outstanding for 30 days by Project Co pursuant to the terms of this Project Agreement or by the Construction Guarantor pursuant to Schedule 29 – Form of Performance Guarantee of Construction Guarantor. (g) Contracting Authority may make multiple calls on the Warranty Period Security. (h) In the event that Contracting Authority draws on the Warranty Period Security, Project Co shall forthwith, and in any event within 5 Business Days following such draw;‌ (i) provide Contracting Authority with a replacement Warranty Period Letter of Credit if Project Co delivered a Warranty Period Letter of Credit in accordance with 11.17(a); and/or (ii) pay to Contracting Authority an amount if Contracting Authority withheld the Warranty Period Cash Amount in accordance with Section 11.17(c), such that the Warranty Period Security is at all times during the period between Substantial Completion and the Warranty Period Security Return Date in the Required Amount. In the event Project Co fails to provide a replacement Warranty Period Letter of Credit or pay to the Contracting Authority an amount required by this Section 11.17(h), as the case may be, Contracting Authority is entitled to deduct from and set off against any amounts otherwise due to Project Co pursuant to the terms of this Project Agreement an amount such that the Warranty Period Security is in the Required Amount. (i) Unless the Warranty Period Security is fully drawn by Contracting Authority in accordance with the provisions of this Project Agreement, Contracting Authority shall release and deliver the Warranty Period Security to Project Co on the Warranty Period Security Return Date. (j) In the event that the Warranty Period Letter of Credit has an expiry date that is prior to the Warranty Period Security Return Date, and Project Co does not renew (or does not cause the renewal of) the Warranty Period Letter of Credit and does not provide (or cause the provision of) proof of such renewal to Contracting Authority before the date that is 20 days before the Warranty Period Letter of Credit’s expiry date, then at any time during such 20 day period and upon providing prior written Notice to Project Co, Contracting Authority may draw upon the full amount of the Warranty Period Letter of Credit and deposit the cash proceeds thereof in a segregated bank account selected by Project Co at an Acceptable Issuer and if Project Co does not promptly select such bank account, then such bank account may be selected by Contracting Authority in its sole and absolute discretion and such cash proceeds shall thereupon stand in place of the Warranty Period Letter of Credit unless Project Co delivers (or causes the delivery of) a replacement Warranty Period Letter of Credit to Contracting Authority. Contracting Authority shall be entitled to withdraw such cash proceeds in the same manner that it is permitted to draw upon the Warranty Period Security under Section 11.17(f). Upon the delivery of a replacement Warranty Period Letter of Credit by Project Co to Contracting Authority, all remaining cash proceeds from such segregated bank account shall be returned to Project Co or as Project Co may direct within five Business Days after the delivery of such replacement Warranty Period Letter of Credit by Project Co to Contracting Authority. (k) No interest will be payable to either Party in respect of any cash proceeds or Warranty Period Cash Amounts.

Warranty Period Security. ‌ (a) Project Co shall either:‌either: (i) on or before the Substantial Completion Date, deliver, or cause to be delivered, to Contracting Authority, the Warranty Period Letter of Credit; or (ii) no later than five Business Days prior to the Substantial Completion Date, provide written Notice to Contracting Authority of Project Co’s intention to not deliver the Warranty Period Letter of Credit, in which case Contracting Authority shall with hold withhold the Warranty Period Cash Amount in accordance with Section 11.17(c).‌11.19(c). (b) The Warranty Period Letter of Credit shall be in an the amount equal to [REDACTED] ($[REDACTEDREDACTED]($[REDACTED]) (the “Required Amount”). (c) Notwithstanding Section 4.3(a4.3(b), if:‌if (i) the Warranty Period Letter of Credit has not been delivered to Contracting Authority by the Substantial Completion Payment Date, or (ii) Project Co provides written Notice to Contracting Authority pursuant to Section 11.17(a)(ii11.19(a)(ii) that it elects not to deliver the Warranty Period Letter of Credit, then Contracting Authority may withhold from the Substantial Completion Payment a holdback amount equal to the Required Amount (the “Warranty Period Cash Amount”). (d) The Warranty Period Cash Amount may be withheld by Contracting Authority until the Warranty Period Security Return Date, and upon the Warranty Period Security Return Date, the remaining amount of the Warranty Period Cash Amount shall be paid by Contracting Authority to Project Co. (e) The withholding of the Warranty Period Cash Amount in accordance with Section 11.17(c11.19(c) shall be Contracting Authority’s sole remedy for failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount by the Substantial Completion Payment Date and, for greater certainty, Contracting Authority shall not be entitled to withhold payment of the balance of the Substantial Completion Payment as a result of any such failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount. (f) Contracting Authority shall be entitled to draw on the Warranty Period Security:‌Security: (i) in an amount equal to the amount of the costs estimated by the Independent Certifier Consultant for Contracting Authority to rectify defects, deficiencies or non- non-compliant items in the Work, together with all other damages suffered by Contracting Authority, including any costs incurred by Contracting Authority in accordance with Sections 11.15 11.17 and 11.16 11.18 as a result of Project Co’s failure to comply with its obligations under Sections 11.15 11.17 and 11.1611.18; and/or (ii) to satisfy any amounts that are due and have remained outstanding for 30 days by Project Co pursuant to the terms of this Project Agreement or by the Construction Guarantor pursuant to Schedule 29 12 – Form of Performance Guarantee of Construction Guarantor... (g) Contracting Authority may make multiple calls on the Warranty Period Security. (h) In the event that Contracting Authority draws on the Warranty Period Security, Project Co shall forthwith, and in any event within 5 five Business Days following such draw;‌draw: (i) provide Contracting Authority with a replacement Warranty Period Letter of Credit if Project Co delivered a Warranty Period Letter of Credit in accordance with 11.17(a11.19(a); and/or, or (ii) pay to Contracting Authority an amount if Contracting Authority withheld the Warranty Period Cash Amount in accordance with Section 11.17(c11.19(c), such that the Warranty Period Security is at all times during the period between Substantial Completion and the Warranty Period Security Return Date in the Required Amount. In the event Project Co fails to provide a replacement Warranty Period Letter of Credit or pay to the Contracting Authority an amount required by this Section 11.17(h11.19(h), as the case may be, Contracting Authority is entitled to deduct from and set off against any amounts otherwise due to Project Co pursuant to the terms of this Project Agreement an amount such that the Warranty Period Security is in the Required Amount. (i) Unless the Warranty Period Security is fully drawn by Contracting Authority in accordance with the provisions of this Project Agreement, Contracting Authority shall release and deliver the Warranty Period Security to Project Co on the Warranty Period Security Return Date. (j) In the event that the Warranty Period Letter of Credit has an expiry date that is prior to the Warranty Period Security Return Date, and Project Co does not renew (or does not cause the renewal of) the Warranty Period Letter of Credit and does not provide (or cause the provision of) proof of such renewal to Contracting Authority before the date that is 20 days before the Warranty Period Letter of Credit’s expiry date, then at any time during such 20 day period and upon providing prior written Notice to Project Co, Contracting Authority may draw upon the full amount of the Warranty Period Letter of Credit and deposit the cash proceeds thereof in a segregated bank account selected by Project Co at an Acceptable Issuer and if Project Co does not promptly select such bank account, then such bank account may be selected by Contracting Authority in its sole and absolute discretion and such cash proceeds shall thereupon stand in place of the Warranty Period Letter of Credit unless Project Co delivers (or causes the delivery of) a replacement Warranty Period Letter of Credit to Contracting Authority. Contracting Authority shall be entitled to withdraw such cash proceeds in the same manner that it is permitted to draw upon the Warranty Period Security under Section 11.17(f11.19(f). Upon the delivery of a replacement Warranty Period Letter of Credit by Project Co to Contracting Authority, all remaining cash proceeds from such segregated bank account shall be returned to Project Co or as Project Co may direct within five Business Days after the delivery of such replacement Warranty Period Letter of Credit by Project Co to Contracting Authority. (k) No interest will be payable to either Party in respect of any cash proceeds or Warranty Period Cash Amounts.

Warranty Period Security. ‌ (a) Project Co shall either:‌either: (i) on or before the Substantial Completion Date, deliver, or cause to be delivered, to Contracting Authority, the Warranty Period Letter of Credit; or (ii) no later than five Business Days prior to the Substantial Completion Date, provide written Notice to Contracting Authority of Project Co’s intention to not deliver the Warranty Period Letter of Credit, in which case Contracting Authority shall with hold withhold the Warranty Period Cash Amount in accordance with Section 11.17(c).‌11.18(c). (b) The Warranty Period Letter of Credit shall be in an the amount equal to [REDACTED] ($[REDACTED]) (the “Required Amount”). The Warranty Period Letter of Credit shall be maintained, without reduction or step-down, by Project Co until the Warranty Period Security Return Date. (c) Notwithstanding Section 4.3(a), if:‌if (i) the Warranty Period Letter of Credit has not been delivered to Contracting Authority by the Substantial Completion Payment Date, or (ii) Project Co provides written Notice to Contracting Authority pursuant to Section 11.17(a)(ii11.18(a)(ii) that it elects not to deliver the Warranty Period Letter of Credit, then Contracting Authority may withhold from the Substantial Completion Payment a holdback amount equal to the Required Amount (the “Warranty Period Cash Amount”). (d) The Subject to Section 11.18(e), the Warranty Period Cash Amount may be withheld by Contracting Authority until the Warranty Period Security Return Date, and upon the Warranty Period Security Return Date, the remaining amount of the Warranty Period Cash Amount Amount, less the amount of any claims previously satisfied by a draw in accordance with Section 11.18(g) shall be paid by Contracting Authority to Project Co. (e) Upon the expiry of the Initial Warranty Period, Project Co may request in writing that Contracting Authority release to Project Co a portion of the Warranty Period Cash Amount in an amount equal to [REDACTED] ($[REDACTED] (without any interest accrued thereon but with applicable HST) less any amounts deducted in accordance with Section 11.18(g). Contracting Authority shall release such amount to Project Co within ten Business Days of Contracting Authority’s receipt of such written request. (f) The withholding of the Warranty Period Cash Amount in accordance with Section 11.17(c11.18(c) shall be Contracting Authority’s 's sole remedy for failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount by the Substantial Completion Payment Date and, for greater certainty, Contracting Authority shall not be entitled to withhold payment of the balance of the Substantial Completion Payment as a result of any such failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount. (fg) Contracting Authority shall be entitled to draw on the Warranty Period Security:‌Security: (i) in an amount equal to the amount of the costs estimated by the Independent Certifier for Contracting Authority to rectify defects, deficiencies or non- compliant items in the Work, together with all other damages suffered by Contracting Authority, including any costs incurred by Contracting Authority in accordance with Sections 11.15 and 11.16 as a result of Project Co’s failure to comply with its obligations under Sections 11.15 and 11.16; and/or (ii) to satisfy any amounts that are due and have remained outstanding for 30 days by Project Co pursuant to the terms of this Project Agreement or by the Construction Guarantor pursuant to Schedule 29 – 12 - Form of Performance Guarantee of Construction Guarantor. (gh) Contracting Authority may make multiple calls on the Warranty Period Security. (hi) In the event that Contracting Authority draws on the Warranty Period Security, Project Co shall forthwith, and in any event within 5 five Business Days following such draw;‌draw: (i) provide Contracting Authority with a replacement Warranty Period Letter of Credit if Project Co delivered a Warranty Period Letter of Credit in accordance with 11.17(a11.18(a); and/or , or (ii) pay to Contracting Authority an amount if Contracting Authority withheld the Warranty Period Cash Amount in accordance with Section 11.17(c11.18(c), such that the Warranty Period Security is at all times during the period between Substantial Completion and the Warranty Period Security Return Date in the Required Amount, less any amounts released to Project Co in accordance with Section 11.18(e), if applicable. In the event Project Co fails to provide a replacement Warranty Period Letter of Credit or pay to the Contracting Authority an amount required by this Section 11.17(h11.18(i), as the case may be, Contracting Authority is entitled to deduct from and set off against any amounts otherwise due to Project Co pursuant to the terms of this Project Agreement an amount such that the Warranty Period Security is in the Required Amount, less any amounts released to Project Co in accordance with Section 11.18(e), if applicable. (ij) Unless the Warranty Period Security is fully drawn by Contracting Authority in accordance with the provisions of this Project Agreement, Contracting Authority shall release and deliver the Warranty Period Security to Project Co on the Warranty Period Security Return Date. (jk) In the event that the Warranty Period Letter of Credit has an expiry date that is prior to the Warranty Period Security Return Date, and Project Co does not renew (or does not cause the renewal of) the Warranty Period Letter of Credit and does not provide (or cause the provision of) proof of such renewal to Contracting Authority before the date that is 20 days before the Warranty Period Letter of Credit’s 's expiry date, then at any time during such 20 day period and upon providing prior written Notice to Project Co, Contracting Authority may draw upon the full amount of the Warranty Period Letter of Credit and deposit the cash proceeds thereof in a segregated bank account selected by Project Co at an Acceptable Issuer and if Project Co does not promptly select such bank account, then such bank account may be selected by Contracting Authority in its sole and absolute discretion and such cash proceeds shall thereupon stand in place of the Warranty Period Letter of Credit unless Project Co delivers (or causes the delivery of) a replacement Warranty Period Letter of Credit to Contracting Authority. Contracting Authority shall be entitled to withdraw such cash proceeds in the same manner that it is permitted to draw upon the Warranty Period Security under Section 11.17(f11.18(g). Upon the delivery of a replacement Warranty Period Letter of Credit by Project Co to Contracting Authority, all remaining cash proceeds from such segregated bank account shall be returned to Project Co or as Project Co may direct within five Business Days after the delivery of such replacement Warranty Period Letter of Credit by Project Co to Contracting Authority. (kl) No interest will be payable to either Party in respect of any cash proceeds or Warranty Period Cash Amounts.

Warranty Period Security. ‌ (a) Project Co shall either:‌ (i) on On or before the Substantial Completion Date, Project Co shall deliver, or cause to be delivered, to Contracting Authority, the Warranty Period Letter of Credit; or (ii) no later than five Business Days prior to the Substantial Completion Date, provide written Notice to Contracting Authority of Project Co’s intention to not deliver the Warranty Period Letter of Credit, in which case Contracting Authority shall with hold the Warranty Period Cash Amount in accordance with Section 11.17(c).‌ (b) . The Warranty Period Letter of Credit shall be in an the amount equal to $[REDACTED] ($[REDACTED]) (the “Required Amount”).Amount”).‌ (cb) Notwithstanding Section 4.3(a), if:‌ (i) the Warranty Period Letter of Credit has not been delivered to Contracting Authority by the Substantial Completion Payment Date, ; or (ii) Project Co provides written Notice to Contracting Authority pursuant to Section 11.17(a)(ii) that it elects not to deliver the Warranty Period Letter of CreditCredit is less than the Required Amount, then Contracting Authority may withhold from the Substantial Completion Payment a holdback amount equal to the Required Amount less the amount of the Warranty Period Letter of Credit delivered pursuant to Section 11.18(a), if any, (the “Warranty Period Cash Amount”). (d) The . In any such event, the Warranty Period Cash Amount may be withheld by Contracting Authority until until, (iii) if a Warranty Period Letter of Credit in the Required Amount is delivered to Contracting Authority after the Substantial Completion Payment Date, the date that is five Business Days following the date the Warranty Period Letter of Credit has been delivered to Contracting Authority; or (iv) if a Warranty Period Letter of Credit in the Required Amount is not delivered to Contracting Authority after the Substantial Completion Payment Date, the Warranty Period Security Return Date, and and, upon the Warranty Period Security Return Dateapplicable day, the remaining amount of the Warranty Period Cash Amount Amount, less the amount of any claims previously satisfied by a draw in accordance with Section 11.18(d) shall be paid by Contracting Authority to Project Co. (ec) The withholding of the Warranty Period Cash Amount in accordance with Section 11.17(c11.18(b) shall be Contracting Authority’s sole remedy for failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount by the Substantial Completion Payment Date and, for greater certainty, Contracting Authority shall not be entitled to withhold payment of the balance of the Substantial Completion Payment as a result of any such failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount. (fd) Contracting Authority shall be entitled to draw on the Warranty Period Security:‌ (i) in an amount equal to the amount of the costs estimated by the Independent Certifier for Contracting Authority to rectify defects, deficiencies or non- compliant items in the Work, together with all other damages suffered by Contracting Authority, including any costs incurred by Contracting Authority in accordance with Sections 11.15 and Section 11.16 as a result of Project Co’s failure to comply with its obligations under Sections 11.15 and Section 11.16; and/or (ii) to satisfy any amounts that are due and have remained outstanding for 30 days by Project Co pursuant to the terms of this Project Agreement or by the Construction Guarantor pursuant to Schedule 29 – Form of Performance Guarantee of Construction Guarantor. (ge) Contracting Authority may make multiple calls on the Warranty Period Security. (hf) In the event that Contracting Authority draws on the Warranty Period Security, Project Co shall forthwith, and in any event within 5 five Business Days following such draw;‌draw:‌ (i) provide Contracting Authority with a replacement Warranty Period Letter of Credit if Project Co delivered a Warranty Period Letter of Credit in accordance with 11.17(a)Credit; and/or (ii) pay to Contracting Authority an amount if Contracting Authority withheld the Warranty Period Cash Amount in accordance with Section 11.17(c)amount, such that the Warranty Period Security is at all times during the period between Substantial Completion and the Warranty Period Security Return Date in the Required Amount. In the event Project Co fails to provide a replacement Warranty Period Letter of Credit or and/or pay to the Contracting Authority an amount required by this Section 11.17(h11.18(f), as the case may be, Contracting Authority is entitled to deduct from and set off against any amounts otherwise due to Project Co pursuant to the terms of this Project Agreement an amount such that the Warranty Period Security is in the Required Amount. (ig) Unless the Warranty Period Security is fully drawn by Contracting Authority in accordance with the provisions of this Project Agreement, Contracting Authority shall release and deliver the Warranty Period Security to Project Co on the Warranty Period Security Return Date. (jh) In the event that the a Warranty Period Letter of Credit has an expiry date that is prior to the Warranty Period Security Return Date, and Project Co does not renew (or does not cause the renewal of) the Warranty Period Letter of Credit and does not provide (or cause the provision of) proof of such renewal to Contracting Authority before the date that is 20 days before the Warranty Period Letter of Credit’s expiry date, then at any time during such 20 day period and upon providing prior written Notice to Project Co, Contracting Authority may draw upon the full amount of the Warranty Period Letter of Credit and deposit the cash proceeds thereof in a segregated bank account selected by Project Co at an Acceptable Issuer and if Project Co does not promptly select such bank account, then such bank account may be selected by Contracting Authority in its sole and absolute discretion and such cash proceeds shall thereupon stand in place of the Warranty Period Letter of Credit unless Project Co delivers (or causes the delivery of) a replacement Warranty Period Letter of Credit to Contracting Authority. Contracting Authority shall be entitled to withdraw such cash proceeds in the same manner that it is permitted to draw upon the Warranty Period Security under Section 11.17(f11.18(d). Upon the delivery of a replacement Warranty Period Letter of Credit by Project Co to Contracting Authority, all remaining cash proceeds in the amount equivalent to the amount of such replacement Warranty Period Letter of Credit, from such segregated bank account shall be returned to Project Co or as Project Co may direct within five Business Days after the delivery of such replacement Warranty Period Letter of Credit by Project Co to Contracting Authority. (ki) No interest will be payable to either Party in respect of any cash proceeds or Warranty Period Cash Amounts.

Warranty Period Security. ‌ (a) Project Co shall either:‌either: (i) on or before the Substantial Completion Date, deliver, or cause to be delivered, to Contracting Authority, the Warranty Period Letter of Credit; or (ii) no later than five Business Days prior to the Substantial Completion Date, provide written Notice to Contracting Authority of Project Co’s intention not to not deliver the Warranty Period Letter of Credit, in which case Contracting Authority shall with hold withhold the Warranty Period Cash Amount in accordance with Section 11.17(c).‌11.18(c). (b) The Warranty Period Letter of Credit shall be in an the amount equal to [REDACTED] ($[REDACTED]) (the REDACTED](the “Required Amount”). The Warranty Period Letter of Credit shall be maintained, without reduction or step-down, by Project Co until the Warranty Period Security Return Date. (c) Notwithstanding Section 4.3(a), if:‌if: (i) the Warranty Period Letter of Credit has not been delivered to Contracting Authority by the Substantial Completion Payment Date, ; or (ii) Project Co provides written Notice notice to Contracting Authority pursuant to Section 11.17(a)(ii11.18(a)(ii) that it elects not to deliver the Warranty Period Letter of Credit, then Contracting Authority may withhold from the Substantial Completion Payment a holdback amount equal to the Required Amount (the “Warranty Period Cash Amount”). (d) The Warranty Period Cash Amount may be withheld by Contracting Authority until the Warranty Period Security Return Date, and upon the Warranty Period Security Return Date, the remaining amount of the Warranty Period Cash Amount shall be paid by Contracting Authority to Project Co. (e) The withholding of the Warranty Period Cash Amount in accordance with Section 11.17(c11.18(c) shall be Contracting Authority’s sole remedy for failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount by the Substantial Completion Payment Date and, for greater certainty, Contracting Authority shall not be entitled to withhold payment of the balance of the Substantial Completion Payment as a result of any such failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount. (f) Contracting Authority shall be entitled to draw on the Warranty Period Security:‌Security: (i) in an amount equal to the amount of the costs estimated by the Independent Certifier for Contracting Authority to rectify defects, deficiencies or non- compliant items in the Work, together with all other damages suffered by Contracting Authority, including any costs incurred by Contracting Authority in accordance with Sections 11.15 and 11.16 as a result of Project Co’s failure to comply with its obligations under Sections 11.15 and 11.16; and/or (ii) to satisfy any amounts that are due and have remained outstanding for 30 days by Project Co pursuant to the terms of this Project Agreement or by the Construction Guarantor pursuant to Schedule 29 12 – Form of Performance Guarantee of Construction Guarantor. (g) Contracting Authority may make multiple calls on the Warranty Period Security. (h) In the event that Contracting Authority draws on the Warranty Period Security, Project Co shall forthwith, and in any event within 5 five Business Days following such draw;‌draw: (i) provide Contracting Authority with a replacement Warranty Period Letter of Credit if Project Co delivered a Warranty Period Letter of Credit in accordance with 11.17(aSection 11.18(a); and/oror (ii) pay to Contracting Authority an amount if Contracting Authority withheld the Warranty Period Cash Amount in accordance with Section 11.17(c11.18(c), such that the Warranty Period Security is at all times during the period between Substantial Completion and the Warranty Period Security Return Date in the Required Amount. In the event that Project Co fails to provide a replacement Warranty Period Letter of Credit or pay to the Contracting Authority an amount required by this Section 11.17(h11.18(h), as the case may be, Contracting Authority is entitled to deduct from and set off against any amounts otherwise due to Project Co pursuant to the terms of this Project Agreement an amount such that the Warranty Period Security is in the Required Amount. (i) Unless the Warranty Period Security is fully drawn by Contracting Authority in accordance with the provisions of this Project Agreement, Contracting Authority shall release and deliver the Warranty Period Security to Project Co on the Warranty Period Security Return Date. (j) In the event that the Warranty Period Letter of Credit has an expiry date that is prior to the Warranty Period Security Return Date, and Project Co does not renew (or does not cause the renewal of) the Warranty Period Letter of Credit and does not provide (or cause the provision of) proof of such renewal to Contracting Authority before the date that is 20 days before the Warranty Period Letter of Credit’s expiry date, then at any time during such 20 day period and upon providing prior written Notice to Project Co, Contracting Authority may draw upon the full amount of the Warranty Period Letter of Credit and deposit the cash proceeds thereof in a segregated bank account selected by Project Co at an Acceptable Issuer and if Project Co does not promptly select such bank account, then such bank account may be selected by Contracting Authority in its sole and absolute discretion and such cash proceeds shall thereupon stand in place of the Warranty Period Letter of Credit unless Project Co delivers (or causes the delivery of) a replacement Warranty Period Letter of Credit to Contracting Authority. Contracting Authority shall be entitled to withdraw such cash proceeds in the same manner that it is permitted to draw upon the Warranty Period Security under Section 11.17(f11.18(f). Upon the delivery of a replacement Warranty Period Letter of Credit by Project Co to Contracting Authority, all remaining cash proceeds from such segregated bank account shall be returned to Project Co or as Project Co may direct within five Business Days after the delivery of such replacement Warranty Period Letter of Credit by Project Co to Contracting Authority. (k) No interest will be payable to either Party in respect of any cash proceeds or Warranty Period Cash Amounts.

Warranty Period Security. ‌ (a) Project Co shall either:‌either: (i) on or before the Substantial Completion Date, deliver, or cause to be delivered, to Contracting Authority, Authority the Warranty Period Letter of Credit; or (ii) no later than five Business Days prior to the Substantial Completion Date, provide written Notice to Contracting Authority of Project Co’s intention to not deliver the Warranty Period Letter of Credit, in which case Contracting Authority shall with hold withhold the Warranty Period Cash Amount in accordance with Section 11.17(c).‌4.3(e). (b) The Warranty Period Letter of Credit shall be in an the amount equal to [REDACTED] ($[REDACTED]) (the “Required Amount”). (c) Notwithstanding Section 4.3(a), if:‌ (i) the Warranty Period Letter of Credit has not been delivered to Contracting Authority by the Substantial Completion Payment Date, or (ii) Project Co provides written Notice to Contracting Authority pursuant to Section 11.17(a)(ii) that it elects not to deliver the Warranty Period Letter of Credit, then Contracting Authority may withhold from the Substantial Completion Payment a holdback amount equal to the Required Amount (the “Warranty Period Cash Amount”). (d) The Warranty Period Cash Amount may be withheld by Contracting Authority until the Warranty Period Security Return Date, and upon the Warranty Period Security Return Date, the remaining amount of the Warranty Period Cash Amount shall be paid by Contracting Authority to Project Co. (e) The withholding of the Warranty Period Cash Amount in accordance with Section 11.17(c) shall be Contracting Authority’s sole remedy for failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount by the Substantial Completion Payment Date and, for greater certainty, Contracting Authority shall not be entitled to withhold payment of the balance of the Substantial Completion Payment as a result of any such failure on the part of Project Co to deliver a Warranty Period Letter of Credit in the Required Amount. (f) Contracting Authority shall be entitled to draw on the Warranty Period Security:‌Security: (i) in an amount equal to the amount of the costs estimated by the Independent Certifier for for, (A) Contracting Authority to rectify defects, deficiencies or non- non-compliant items in the Work, together with all other damages suffered by Contracting AuthorityWorks, including any costs incurred by Contracting Authority in accordance with Sections 11.15 11.18 and 11.16 11.19 as a result of Project Co’s failure to comply with its obligations under Sections 11.15 11.18 and 11.1611.19; and/orand (B) all other damages suffered by Contracting Authority, excluding, (I) any liquidated damages that Project Co may have incurred pursuant to Schedule 21 – Liquidated Damages and Construction Enforcement Regime; and (II) any Direct Losses arising out of the Project Co indemnities set out in Section 46.1; and (ii) to satisfy any amounts that are due and have remained outstanding for 30 days by Project Co pursuant to the terms of this Project Agreement or by the Construction Guarantor pursuant to Schedule 29 – Form of Performance Guarantee of Construction Guarantor. (gd) Contracting Authority may make multiple calls on the Warranty Period Security. (he) In the event that Contracting Authority draws on the Warranty Period Security, Project Co shall forthwith, and in any event within 5 five Business Days following such draw;‌draw: (i) provide Contracting Authority with a replacement Warranty Period Letter of Credit if Project Co delivered a Warranty Period Letter of Credit in accordance with 11.17(aSection 11.20(a); and/or (ii) pay to Contracting Authority an amount if Contracting Authority withheld the Warranty Period Cash Amount in accordance with Section 11.17(c4.3(e), such that the Warranty Period Security is at all times during the period between Substantial Completion and the Warranty Period Security Return Date in the Required Amount. In the event Project Co fails to provide a replacement Warranty Period Letter of Credit or pay to the Contracting Authority an amount required by this Section 11.17(h11.20(e), as the case may be, Contracting Authority is entitled to deduct from and set off against any amounts otherwise due to Project Co pursuant to the terms of this Project Agreement an amount such that the Warranty Period Security is in the Required Amount. (if) Unless the Warranty Period Security is fully drawn by Contracting Authority in accordance with the provisions of this Project Agreement, Contracting Authority shall release and deliver the Warranty Period Security to Project Co on the Warranty Period Security Return Date. (jg) In the event that the Warranty Period Letter of Credit has an expiry date that is prior to the Warranty Period Security Return Date, Date and Project Co does not renew (or does not cause the renewal of) the Warranty Period Letter of Credit and does not provide (or cause the provision of) proof of such renewal to Contracting Authority before the date that is 20 days before the Warranty Period Letter of Credit’s expiry date, then at any time during such 20 day period and upon providing prior written Notice to Project Co, Contracting Authority may draw upon the full amount of the Warranty Period Letter of Credit and deposit the cash proceeds thereof in a segregated bank account selected by Project Co at an Acceptable Issuer and if Project Co does not promptly select such bank account, account then such bank account may be selected by Contracting Authority in its sole and absolute discretion and such cash proceeds shall thereupon stand in place of the Warranty Period Letter of Credit unless Project Co delivers (or causes the delivery of) a replacement Warranty Period Letter of Credit to Contracting Authority. Contracting Authority shall be entitled to withdraw such cash proceeds in the same manner that it is permitted to draw upon the Warranty Period Security under Section 11.17(f11.20(c). Upon the delivery of a replacement Warranty Period Letter of Credit by Project Co to Contracting Authority, all remaining cash proceeds from such segregated bank account shall be returned to Project Co or as Project Co may direct within five Business Days after the delivery of such replacement Warranty Period Letter of Credit by Project Co to Contracting Authority. (kh) No interest will be payable to either Party in respect of any cash proceeds or Warranty Period Cash Amounts. (i) For clarity, if Contracting Authority elects to draw down on the Warranty Period Letter of Credit in accordance with this Section 11.20, Contracting Authority shall not be entitled to exercise its rights pursuant to the Performance Guarantee of Construction Guarantor to fund or as reimbursement for the costs and expenses Contracting Authority has already been compensated for pursuant to this Section 11.20.