Common use of Transfer to the Authority of Assets, Contracts, etc Clause in Contracts

Transfer to the Authority of Assets, Contracts, etc. On the service of a notice of termination or termination on the Expiry Date: (a) if prior to the Service Commencement Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools as has been constructed on or has become affixed to the Sites; and (B) all construction materials on-hand to be affixed to the Sites or otherwise used in the Schools; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Sites will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: (1) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor that arose under such Project Contract prior to the date of such novation or assignment; and (2) if termination occurs under Section 13.3 (Project Co’s Options) the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation of the Schools or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, plans and other documents produced in connection with the Schools and in the control of Project Co; (2) one complete set of existing “as built drawings” showing all alterations made to the Schools since the commencement of operation of the Schools; and (3) one complete set of existing up to date maintenance, operation and training manuals for the Schools, (e) Project Co will use all reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Agreement and included in the Schools but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority; (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co as may be appointed by the Authority) all Permits; (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1) required by Law to be retained by Project Co or a Project Contractor or Sub- Contractor, in which case complete copies will be delivered to the Authority; or (2) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, the Construction or the Services will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or any Project Contractor or Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 without additional payment or compensation to any Person.

Transfer to the Authority of Assets, Contracts, etc. On or promptly after the service of a notice of termination or termination on the Expiry Termination Date: (a) if prior to the Service Commencement Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools Facility as has been constructed on or has become affixed to the SitesLands; and (B) all construction materials on-hand to be affixed to the Sites Lands or otherwise used in the SchoolsFacility; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Sites Lands will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; , and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: (1) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor that arose under such Project Contract prior to the date of such novation or assignment; and (2) if termination occurs under Section 13.3 (Project Co’s Options) the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, interest all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation of the Schools Facility or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, plans and other documents produced in connection with the Schools New Facility and in the control of Project Co; (2) one complete set of existing “as built drawings” showing all alterations made to the Schools New Facility since the commencement of operation of the SchoolsNew Facility; and (3) one complete set of existing up to date maintenance, operation and training manuals for the SchoolsNew Facility, (e) Project Co will use all reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Agreement and included in the Schools Facility but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority; (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co as may be appointed by the Authority) all Permits; (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1) required by Law to be retained by Project Co or a Project Contractor or Sub- Contractor, in which case complete copies will be delivered to the Authority; or (2) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, the Construction or the Services will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or any Project Contractor or Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 14.2 without additional payment or compensation to any Person.

Transfer to the Authority of Assets, Contracts, etc. ‌ On or promptly after the service of a notice of termination or termination on the Expiry Termination Date: (a) if prior to the Service Commencement Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools Facility as has been constructed on or has become affixed to the SitesLands; and (B) all construction materials on-hand to be affixed to the Sites Lands or otherwise used in the SchoolsFacility; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Sites Lands will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: (1) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor that arose under such Project Contract prior to the date of such novation or assignment; and (2) if termination occurs under Section 13.3 (Project Co’s Options) the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation of the Schools Facility or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, plans and other documents produced in connection with the Schools Facility and in the control of Project Co; (2) one complete set of existing “as built drawings” showing all alterations made to the Schools Facility since the commencement of operation of the SchoolsFacility; and (3) one complete set of existing up to date maintenance, operation and training manuals for the Schools,Facility, subject to reasonable generally applicable third party licensing terms; (e) Project Co will use all reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Agreement and included in the Schools Facility but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority;, and are assigned, licensed or otherwise transferred to the Authority without transfer cost or any other cost or fees, except that the foregoing will not apply to specific items of Project Intellectual Property for which Project Co obtained an exception under Section 4.15(d), in which case, on or promptly after the Termination Date Project Co will promptly procure a replacement or substitute for such excepted Project Intellectual Property;‌ (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co as may be appointed by the Authority) all Permits; (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1) required by Law to be retained by Project Co or a Project Contractor or Sub- Contractor, in which case complete copies will be delivered to the Authority; or (2) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, the Construction or the Services will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or any Project Contractor or Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 14.2 without additional payment or compensation to any Person.

Transfer to the Authority of Assets, Contracts, etc. On or promptly after the service of a notice of termination or termination on the Expiry Termination Date: (a) if prior to the Service Commencement Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools Facility as has been constructed on or has become affixed to the SitesLands; and (B) all construction materials on-hand to be affixed to the Sites Lands or otherwise used in the SchoolsFacility; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Sites Lands will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: (1) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor that arose under such Project Contract prior to the date of such novation or assignment; and (2) if termination occurs under Section 13.3 (Project Co’s Options) the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation of the Schools Facility or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, plans and other documents produced in connection with the Schools Facility and in the control of Project Co; (2) one complete set of existing “as built drawings” showing all alterations made to the Schools Facility since the commencement of operation of the SchoolsFacility; and (3) one complete set of existing up to date maintenance, operation and training manuals for the SchoolsFacility, (e) Project Co will use all reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Agreement and included in the Schools Facility but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority; (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co as may be appointed by the Authority) all Permits; (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1) required by Law to be retained by Project Co or a Project Contractor or Sub- Contractor, in which case complete copies will be delivered to the Authority; or (2) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, the Construction or the Services will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or any Project Contractor or Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 14.2 without additional payment or compensation to any Person.

Transfer to the Authority of Assets, Contracts, etc. On or promptly after the service of a notice of termination or termination on the Expiry Termination Date: (a) if prior to the Service Commencement Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools Facility as has been constructed on or has become affixed to the SitesLands; and (B) all construction materials on-hand to be affixed to the Sites Lands or otherwise used in the SchoolsFacility; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Sites Lands will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; , and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: Authority (1) but Project Co will not be obligated obliged to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor Contractor(s) that arose have arisen under such Project Contract prior to the date of such novation or assignment; and (2) ), provided that if termination occurs under Section 13.3 (Project Co’s Options) the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, interest all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation of the Schools Facility or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, plans and other documents produced in connection with the Schools Facility and in the control of Project Co; (2) one complete set of existing “"as built drawings” " showing all alterations made to the Schools Facility since the commencement of operation of the SchoolsFacility; and (3) one complete set of existing up to date maintenance, operation and training manuals for the Schools,Facility; (e) Project Co will use all reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Agreement and included in the Schools Facility but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority; (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co as may be appointed by the Authority) all Permits;; and (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1) required by Law to be retained by Project Co or a Project Contractor or Sub- Contractor, in which case complete copies will be delivered to the Authority; or (2) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, the Construction or the Services will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or any Project Contractor or Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 without additional payment or compensation to any Person.

Transfer to the Authority of Assets, Contracts, etc. On or promptly after the service of a notice of termination or termination on the Expiry Termination Date: (a) if prior to the Service Commencement Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools Facility as has been constructed on or has become affixed to the SitesLands; and (B) all construction materials on-hand to be affixed to the Sites Lands or otherwise used in the SchoolsFacility; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Sites Lands will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; , and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: (1) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor that arose under such Project Contract prior to the date of such novation or assignment; and (2) if termination occurs under Section 13.3 (Project Co’s Options) the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, interest all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation of the Schools Facility or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, plans and other documents produced in connection with the Schools Facility and in the control of Project Co; (2) one complete set of existing “"as built drawings” " showing all alterations made to the Schools Facility since the commencement of operation of the SchoolsFacility; and (3) one complete set of existing up to date maintenance, operation and training manuals for the SchoolsFacility, (e) Project Co will use all reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Agreement and included in the Schools Facility but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority; (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co as may be appointed by the Authority) all Permits; (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1) required by Law to be retained by Project Co or a Project Contractor or Sub- Contractor, in which case complete copies will be delivered to the Authority; or (2) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, the Construction or the Services will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or any Project Contractor or Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 14.2 without additional payment or compensation to any Person.

Transfer to the Authority of Assets, Contracts, etc. ‌ On or promptly after the service of a notice of termination or termination on the Expiry Termination Date: (a) if prior to the Service Commencement Date:Date:‌ (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools Buildings as has have been constructed on or has become affixed to the SitesLands; and (B) all construction materials on-hand to be affixed to the Sites Lands or otherwise used in the SchoolsBuildings; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Building Sites will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; , and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: (1) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor that arose under such Project Contract prior to the date of such novation or assignment; and (2) if termination occurs under Section 13.3 (Project Co’s Options) the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, interest all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation of the Schools Buildings or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, plans and other documents produced in connection with the Schools Buildings and in the control of Project Co; (2) one complete set of existing “"as built drawings” " showing all alterations made to the Schools Buildings since the commencement of operation of the SchoolsBuildings; and (3) one complete set of existing up to date maintenance, operation and training manuals for the Schools,Buildings, subject to reasonable generally applicable third party licensing terms; (e) Project Co will use all reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Agreement and included in the Schools Buildings but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority;Authority;‌ (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co as may be appointed by the Authority) all Permits; (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1) required by Law to be retained by Project Co or a Project Contractor or Sub- Contractor, in which case complete copies will be delivered to the Authority; or (2) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, the Construction or the Services will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or any Project Contractor or Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 14.2 without additional payment or compensation to any Person.

Transfer to the Authority of Assets, Contracts, etc. ‌ On or promptly after the service of a notice of termination or termination on the Expiry Termination Date: (a) if prior to the Service Commencement Substantial Completion Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools Facilities as has been constructed on or has become affixed to the SitesLands; and (B) all construction materials on-hand to be affixed to the Sites Lands or otherwise used in the SchoolsFacilities; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and the Construction; and (B) all other Project related plant and all materials on or near the Sites Lands will remain available to the Authority or the New Project Co for the purposes of completing the Design and the Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; , and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts Design-Build Agreement to be novated or assigned to the Authority, provided that: (1) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor Design-Builder that arose under such Project Contract the Design-Build Agreement prior to the date of such novation or assignment; and (2) if termination occurs under Section 13.3 (Project Co’s Options) ), the consent of the applicable Project Contractor Design-Builder will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, interest all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation Intended Uses of the Schools or the provision of the ServicesFacilities; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, plans and other documents produced in connection with the Schools Facilities and in the control of Project Co;; and (2) one complete set of existing “"as built drawings” showing all alterations made to the Schools since the commencement of operation ", BIM (Building Information Model), and specifications for each of the SchoolsEnergy Centre, the SFB Expansion and the New Tower, in compliance with the applicable requirements of Schedule 3 [Design and Construction Specifications]; and (3) one complete set of existing up subject to date maintenance, operation and training manuals for the Schools,reasonable generally applicable third party licensing terms; (e) Project Co will use all reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Agreement and included in the Schools Facilities but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority;Authority;‌ (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co Co, as may be appointed by the Authority) all Permits; (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1) required by Law to be retained by Project Co or the Design-Builder or a Project Contractor or Sub- Contractor, in which case complete copies of such records will be delivered to the Authority; or (2) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, Design or the Construction or the Services will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or the Design-Builder or any Project Contractor or Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 14.2 without additional payment or compensation to any Person.

Transfer to the Authority of Assets, Contracts, etc. On or promptly after the service of a notice of termination or termination on the Expiry Termination Date: (a) if prior to the Service Commencement Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools a Facility as has been constructed on or has become affixed to the SitesLands; and (B) all construction materials on-hand to be affixed to the Sites Lands or otherwise used in the Schoolsa Facility; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Sites Lands will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: (1) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor that arose under such Project Contract prior to the date of such novation or assignment; and (2) if termination occurs under Section 13.3 (Project Co’s Options) the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation of the Schools either Facility or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, plans and other documents produced in connection with the Schools each Facility and in the control of Project Co; (2) one complete set of existing “as built drawings” showing all alterations made to the Schools each Facility since the commencement of operation of the SchoolsFacility; and (3) one complete set of existing up to date maintenance, operation and training manuals for the Schools,each Facility, subject to reasonable generally applicable third party licensing terms; (e) Project Co will use all reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Agreement and included in the Schools each Facility but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority; (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co as may be appointed by the Authority) all Permits; (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1) required by Law to be retained by Project Co or a Project Contractor or Sub- Contractor, in which case complete copies will be delivered to the Authority; or (2) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, the Construction or the Services will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or any Project Contractor or Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 14.2 without additional payment or compensation to any Person.

Transfer to the Authority of Assets, Contracts, etc. On or promptly after the service of a notice of termination or termination on the Expiry Termination Date: (a) if prior to the Service Commencement System Completion Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools NG-KIH System as has been constructed on or has become affixed to the SitesLands; and (B) all construction materials on-hand to be affixed to the Sites Lands or otherwise used in the SchoolsNG-KIH System; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Sites will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; and; (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: (1) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor that arose under such Project Contract prior to the date of such novation or assignment; and (2) if termination occurs under Section 13.3 (Project Co’s Options) 13.3, the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party Project Contractor to, offer to sell to the Authority at the Fair Market Value, free from any security interest, interest all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party Project Contractor and reasonably required by the Authority in connection with the operation of the Schools NG- KIH System or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, network configurations, plans and other documents produced in connection with the Schools NG-KIH System and in the control of Project Co; (2) one complete set of existing “as built drawings” showing all alterations made to the Schools NG-KIH System since the commencement of operation of the SchoolsNG-KIH System; and (3) one complete set of existing up to date maintenance, operation and training manuals for the SchoolsNG-KIH System, (e) Project Co will use all commercially reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Project Agreement and included in the Schools NG-KIH System but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority; (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co as may be appointed by the Authority) all Permits; (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1) required by Law to be retained by Project Co or Co, Operations Co, a Project Contractor or Sub- a Sub-Contractor, in which case complete copies will be delivered to the Authority; or (2) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, the Construction Construction, Services or the Services System Refresh will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or Co, Operations Co, any Project Contractor or any Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 14.2 without additional payment or compensation to any Person.

Transfer to the Authority of Assets, Contracts, etc. On or promptly after the service of a notice of termination or termination on the Expiry Termination Date: (a) if prior to the Service Commencement Date: (1i) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools Facility as has been constructed on or has become affixed to the SitesLands; and (B) all construction materials on-hand to be affixed to the Sites Lands or otherwise used in the SchoolsFacility; and (2ii) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Sites Lands will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; , and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: (1i) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor that arose under such Project Contract prior to the date of such novation or assignment; and (2ii) if termination occurs under Section 13.3 ([Project Co’s Options) ] the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, interest all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation of the Schools Facility or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1i) all existing designs, plans and other documents produced in connection with the Schools Facility and in the control of Project Co; (2ii) one complete set of existing “"as built drawings” " showing all alterations made to the Schools Facility since the commencement of operation of the SchoolsEffective Date; and (3iii) one complete set of existing up to date maintenance, operation and training manuals for the SchoolsFacility, (e) Project Co will use all reasonable efforts to ensure that the benefit of existing Project Intellectual Property and all warranties in respect of mechanical and electrical plant and equipment used or made available by Project Co under this Agreement and included in the Schools Facility but not previously assigned or licensed to the Authority are assigned, licensed or otherwise transferred to the Authority; (f) to the extent permitted by Law, Project Co will assign to the Authority (or any New Project Co as may be appointed by the Authority) all Permits; (g) Project Co will deliver to the Authority all records required to be kept by Project Co hereunder (Project Co having the right to retain copies thereof) unless such documents are: (1i) required by Law to be retained by Project Co or a Project Contractor or Sub- Contractor, in which case complete copies will be delivered to the Authority; or (2ii) privileged from production pending resolution of any outstanding Dispute, in which case such records will be delivered forthwith upon resolution of such Dispute, provided that any records that are necessary for the performance of the Design, the Construction or the Services will be delivered to the Authority no later than the Termination Payment Date; and (h) Project Co will return to the Authority all Confidential Information of the Authority within the possession or control of Project Co or any Project Contractor or Sub-Contractor. Project Co will ensure that provision is made in all applicable contracts to ensure that the Authority will be in a position to exercise its rights, and Project Co will be in a position to comply with its obligations, under this Section 14.3 14.2 [Transfer to the Authority of Assets, Contracts, etc.] without additional payment or compensation to any Person.