SCHEDULE 25 INSURANCE AND PERFORMANCE SECURITY REQUIREMENTS

ARTICLE 1 INITIAL WORKS INSURANCE COVERAGE

1.1

Subject to Section 8 of this Schedule 25, from and after execution of this Project Agreement and, in respect of each Phase, until the Phase Substantial Completion Date of the relevant Phase, Project Co shall, at its own expense, obtain and maintain, or cause to be obtained and maintained, exclusively through the Infrastructure Ontario Construction Insurance Program (IOCIP) the following insurances as further described in Appendix A to this Schedule 25:

(a)

“All Risks” Course of Construction Property, including Boiler and Machinery;

(b)

“Wrap-Up” Commercial General Liability and Non-Owned Automobile Liability;

(c)

Project Specific Professional Liability; and

(d)

Project Specific Pollution Liability (combined Contractors’ Pollution Liability and Pollution Legal Liability).

1.2

Subject to Section 8 of this Schedule 25, from and after execution of this Project Agreement and, in respect of each Phase, until the Phase Substantial Completion Date of the relevant Phase, Project Co shall, at its own expense, obtain and maintain, or cause to be obtained and maintained, the following insurances as further described in Appendix A to this Schedule 25;

(a)

Automobile Liability;

(b)

Commercial General Liability and Non-Owned Automobile Liability (to be maintained by the Construction Contractor and each of the Subcontractors involved in the Initial Works) with respect to off-Site operations and activities;

(c)

Aircraft and Watercraft Liability (if any exposure);

(d)

“All Risks” Marine Cargo (if any exposure);

(e)

“All Risks” Contractors’ Equipment;

(f)

Comprehensive Crime; and

(g)

WSIB.

ARTICLE 2 OPERATIONAL TERM INSURANCE COVERAGE

Confidenti al – Economic Interests of Ontario

2.1

Subject to Section 8 of this Schedule 25, with respect to each Phase, from and after the relevant Phase Substantial Completion Date and until the Termination Date, Project Co shall, at its own expense, obtain and maintain, or cause to be obtained and maintained, the following insurances as further described in Appendix A to this Schedule 25:

(a)

“All Risks” Property;

(b)

Boiler and Machinery;

(c)

Commercial General Liability and Non-Owned Automobile Liability;

(d)

Environmental Impairment (Pollution) Liability;

(e)

Automobile Liability;

(f)

Comprehensive Crime; and

(g)

WSIB.

ARTICLE 3 NO LIMIT ON RECOVERY

3.1

Notwithstanding any other provision of this Project Agreement, it is hereby agreed that the limits of liability specified in this Schedule 25 for insurance policies, whether such policies are required to be obtained (or caused to be obtained) by HMQ or by Project Co, shall in no way limit Project Co’s liability or obligations to HMQ or HMQ’s liability or obligations to Project Co, as applicable.

ARTICLE 4 ADDITIONAL COVER

4.1

Without prejudice to the other provisions of this Schedule 25, HMQ and Project Co shall, at all relevant times and at their own expense, obtain and maintain, or cause to be obtained and maintained, those insurances which they are required to obtain and maintain, or cause to be obtained and maintained, by Applicable Law, or that they consider necessary.

4.2

HMQ reserves the right to require Project Co to purchase such additional insurance coverage as HMQ may reasonably require. HMQ also reserves the right to request such higher or lower limits of insurance or otherwise alter the types of coverage requirements, their minimum amounts and deductibles (taking into consideration such matters as the nature of the OM&R Work and the Initial Works, contract value, industry standards, and availability of insurance) as HMQ may reasonably require from time to time. Any additional costs of such additional and/or amended insurance shall be borne by HMQ and

Confidenti al – Economic Interests of Ontario

any cost savings resulting from the implementation of such additional and/or amended insurance shall be for the account of HMQ.

ARTICLE 5 RESPONSIBILITY FOR DEDUCTIBLES

5.1

The Party responsible for the matter giving rise to a claim, to the extent responsible therefor, shall be responsible and liable for the payment of deductibles under any policy of insurance under which it is an insured party or under any policy of insurance Project Co is required to maintain (or cause to be maintained) under this Schedule 25. In the event that responsibility for the matter giving rise to the claim is indeterminable, the First Named Insured under the policy of insurance is responsible and liable for the payment of deductibles.

ARTICLE 6 COOPERATION WITH INSURER’S CONSULTANT

6.1

If an insurer or an insurer’s appointed consultant, for underwriting purposes or as a term of an insurance policy, needs to review any part of the performance of this Project Agreement, then HMQ and Project Co shall, and shall require the HMQ Parties and the Project Co Parties, respectively, to:

(a)

cooperate with the insurer and its consultant, including providing them with such information and documentation as they may reasonably require; and

(b)

allow the insurer and its consultant to attend meetings between Project Co and HMQ (or, as applicable, and if reasonably required by the insurer, between Project Co and those engaged by or through Project Co).

ARTICLE 7 BENCHMARKING OF INSURANCE COSTS

7.1

For purposes of this Section 7, the following terms shall have the following meanings:

(a)

“Actual Relevant Insurance Cost” means the aggregate of (i) the annual insurance premiums reasonably incurred by Project Co to maintain (or cause to be maintained) the Relevant Insurance during the Insurance Review Period, but excluding Taxes and all broker's fees and commissions.

(b)

“Base Relevant Insurance Cost” means $[REDACTED] for the first Insurance Review Period and, thereafter, means the aggregate of the annual insurance premiums which were projected (as set out in the Financial Model) to be incurred by Project Co to maintain (or cause to be maintained) the Relevant Insurance during the Insurance Review Period, which amounts exclude Taxes and all broker’s fees and commissions.

Confidenti al – Economic Interests of Ontario

(c)

“Insurance Cost Differential” means an amount, based on the Joint Insurance Cost Report, equal to (ARIC – BRIC) ± PIC where:

ARIC is the Actual Relevant Insurance Cost;

BRIC is the Base Relevant Insurance Cost; and

PIC is any Project Insurance Change.

For the purpose of determining the Insurance Cost Differential, in the event that there is a net increase in the ARIC relative to the BRIC, the Project Insurance Change shall have a negative value and, in the event that there is a net decrease in the ARIC relative to the BRIC, the Project Insurance Change shall have a positive value.

(d)

“Insurance Review Date” means each anniversary of the Relevant Insurance Inception Date, except where such date lies beyond the end of the Project Term, in which case the Insurance Review Date shall be the last renewal date of the Relevant Insurance prior to the Expiry Date.

(e)

“Insurance Review Period” means a one year period from the Relevant Insurance Inception Date and each subsequent one year period commencing on the first anniversary of the Relevant Insurance Inception Date, except where the end of such period lies beyond the end of the Project Term, in which case the Insurance Review Period shall be the period from the end of the penultimate Insurance Review Period to the last day of the Project Term.

(f)

“Project Insurance Change” means any net increase or net decrease in the Actual Relevant Insurance Cost relative to the Base Relevant Insurance Cost, arising from:

(i)

other than in respect of claims or re-ratings arising out of acts or omissions of HMQ, an HMQ Party or a Parkway User (for greater certainty, other than as a consequence of a breach by Project Co of its obligations under this Project Agreement), the claims history or re-rating of Project Co or any Project Co Party;

(ii)

the effect of any change in deductible unless:

(1)

such change is attributable to circumstances generally prevailing in the Ontario insurance market; and

(2)

the deductible, further to such change, is either greater than or equal to the maximum deductibles set out in this Schedule 25; and

Confidenti al – Economic Interests of Ontario

4
(3) in respect of the Relevant Insurance, such change is not
attributable to claims made as the result of acts or omissions of
Project Co or any Project Co Party; and

(iii)

any other issue or factor other than circumstances generally prevailing in the Ontario insurance market.

(g)

“Relevant Insurance” means all policies of insurance to be obtained (or caused to be obtained) by Project Co in accordance with Section 2 of this Schedule 25.

(h)

“Relevant Insurance Inception Date” means the date on which the Relevant Insurance is first providing active insurance cover to Project Co and HMQ being a date no earlier than the Phase Substantial Completion Date of Phase One.

7.2

No later than 60 days prior to each Insurance Review Date, Project Co's insurance broker shall, at Project Co’s sole cost and expense, prepare a report on behalf of both Project Co and HMQ (the “Joint Insurance Cost Report”), which contains the following information for the relevant Insurance Review Period:

(a)

a full breakdown of the Actual Relevant Insurance Cost;

(b)

a full breakdown of the Base Relevant Insurance Cost;

(c)

an assessment and quantification of each Project Insurance Change, together with the reasons therefor;

(d)

the opinion of Project Co’s insurance broker as to the reasons why the Actual Relevant Insurance Cost has varied from the Base Relevant Insurance Cost, specifying the impact of each of the factors and quantifying the amount attributable to each factor;

(e)

the calculation of the Insurance Cost Differential; and

(f)

evidence satisfactory to HMQ, acting reasonably, of any changes to circumstances generally prevailing in the Ontario insurance market that are claimed to account for the Insurance Cost Differential.

7.3

The Annual OM&R Payment will be subject to an adjustment in the amount of the Insurance Cost Differential (the “Insurance Adjustment”) in accordance with Schedule 20 - Payment Mechanism.

ARTICLE 8 UNINSURABLE RISKS

8.1

The term “Uninsurable Risk” means a risk, or any component of a risk, against which Project Co is required to insure pursuant to this Schedule 25 and for which, at any time after the date of this Project Agreement, either:

Confidenti al – Economic Interests of Ontario

(a)

the insurance required pursuant to this Schedule 25 (including the terms and conditions specified for such insurance herein) is not available in relation to that risk:

(i)

where Applicable Laws require that the insurer must be licensed in the Province of Ontario to insure such a risk, by insurers licensed in the Province of Ontario; or

(ii)

where Applicable Laws do not require that the insurer must be licensed in the Province of Ontario to insure such a risk, by any insurer otherwise permitted under the terms of this Project Agreement;

(b)

the insurance premium payable or the terms and conditions for insuring that risk are such that the risk is not generally being insured against in the worldwide insurance market.

Project Co has the onus of demonstrating, to HMQ’s reasonable satisfaction that the foregoing definition applies to a particular risk.

8.2

Project Co shall notify HMQ as soon as possible and, in any event, within 15 Business Days of becoming aware of same, that a risk, or any component of a risk, has become an Uninsurable Risk, and shall provide HMQ with all relevant details in relation to such risk, including a copy of the relevant insurance policy.

8.3

Project Co and HMQ shall, as soon as possible following the provision of the notice referred to in Section 8.2 of this Schedule 25, meet to discuss, in good faith, the appropriate means by which the Uninsurable Risk should be managed and, if Project Co and HMQ are able to agree to alternative arrangements, the Uninsurable Risk shall be managed in accordance with such alternative arrangements.

8.4

In the event that Project Co and HMQ, each acting in good faith, are unable to agree to alternative arrangements with respect to the management of an Uninsurable Risk within 15 Business Days of the expiry of the period referred to in Section 8.2 of this Schedule 25, HMQ may, in its absolute discretion, either:

(a)

elect to assume responsibility for the Uninsurable Risk and, in respect of the year in which the relevant risk becomes an Uninsurable Risk and every year thereafter, withhold, in equal instalments over the course of such year, from the payment or payments otherwise due to Project Co an amount equal to the annual premium (index linked) relating to the Uninsurable Risk as was current on the date immediately prior to the date on which the relevant risk became an Uninsurable Risk, in which case this Project Agreement shall continue in full force and effect; or

Confidenti al – Economic Interests of Ontario

(b)

terminate this Project Agreement in accordance with Section 47.2 of this Project Agreement as if such termination had occurred as a result of the Parties having failed to reach agreement in accordance with Section 47.2 of this Project Agreement following the occurrence of an event of Force Majeure, and, in accordance with the provisions of Schedule 23 – Compensation on Termination, pay to Project Co an amount equal to the Non-Default Termination Sum.

8.5

On the occurrence of an Uninsurable Risk, HMQ may, in its absolute discretion, either:

(a)

pay to Project Co an amount equal to the insurance proceeds that would have been payable to Project Co in connection with such Uninsurable Risk had the relevant insurance continued to be available, in which case this Project Agreement shall continue in full force and effect; or

(b)

8.6

With respect to any Uninsurable Risk:

(a)

Project Co shall continue to approach the insurance market on a regular basis and, in any event, at intervals of not less than 180 days and use reasonable efforts to obtain (or cause to be obtained) insurance to cover as much or all of the Uninsurable Risk as can be insured in the available insurance market from time to time; and

(b)

Subject to Section 8.6(a) of this Schedule 25, Project Co shall be relieved of its obligation to maintain (or cause to be maintained) insurance in respect of the Uninsurable Risk.

8.7

Where a risk which was previously an Uninsurable Risk ceases to be so, Project Co shall, at its own expense, obtain and maintain, or cause to be obtained and maintained, insurance in accordance with the requirements of this Schedule 25 in respect of the risk and the provisions of this Section 8 shall no longer apply to such risk.

8.8

From and after the Phase Substantial Completion Date of Phase One, the Parties shall meet on an annual basis to review the scope of insurance coverage and deductibles provided in this Schedule 25, and may make mutually agreed changes thereto.

ARTICLE 9 TOTAL OR SUBSTANTIAL DESTRUCTION

Confidenti al – Economic Interests of Ontario

9.1

In the event of damage to, or destruction of, all or substantially all of the Parkway for which there is coverage under an insurance policy, any insurance proceeds received by Project Co shall first be applied so as to ensure the performance by Project Co of its obligations under this Project Agreement, including, where appropriate, the reinstatement, restoration or replacement of the Parkway or any other assets, materials or goods necessary or desirable for the carrying out of the Project Operations, all in accordance with the terms of the Insurance Trust Agreement.

ARTICLE 10 SUBCONTRACTORS

10.1

Project Co shall require that all Subcontractors are covered by, or obtain, the insurance described in this Schedule 25, provided that Project Co shall determine the applicable limits to be obtained for such insurance. Project Co shall be solely responsible and liable for any damages which HMQ may suffer as a direct result of Project Co’s failure to comply with the foregoing.

10.2

If Project Co receives notice that any Subcontractor employed by or through Project Co is not covered by any insurance required by this Schedule 25 to be obtained (or caused to be obtained) by Project Co, Project Co shall:

(a)

ensure that such insurance coverage is put in place;

(b)

remove the Subcontractor from the Site and ensure that such Subcontractor does not perform any further part of the Project Operations until after such insurance coverage is put in place; or

(c)

if the Subcontractor cannot be covered by a particular policy as required by this Schedule 25, replace the Subcontractor with a new Subcontractor who can be covered by insurance required by this Schedule 25 or who can obtain the required insurance coverage; it being acknowledged by Project Co that the requirements and restrictions set forth in this Project Agreement regarding new and replaced Subcontractors shall be complied with.

ARTICLE 11 RENEWAL

11.1

Project Co shall provide to HMQ, at least 5 Business Days prior to the expiry date of any policy of insurance required to be obtained (or caused to be obtained) by Project Co pursuant to this Schedule 25, evidence of the renewal of each such policy satisfactory to HMQ, acting reasonably.

ARTICLE 12 NAMED AND ADDITIONAL INSUREDS AND WAIVER OF SUBROGATION

Confidenti al – Economic Interests of Ontario

12.1

All insurance provided by Project Co, shall:

(a)

include Project Co, HMQ, IO, MTO, ORC and any other party specified in Appendix A of this Schedule 25 as Named Insureds to the extent specified in Appendix A of this Schedule 25 or as required pursuant to any agreement relating to the Project to which Project Co is a party;

(b)

include HMQ, IO, MTO, ORC, the Lenders, the Collateral Trustee and any other party specified in Appendix A of this Schedule 25 as Additional Insureds, or loss payees to the extent of their respective insurable interests to the extent specified in Appendix A of this Schedule 25 or as required pursuant to any agreement relating to the Project to which Project Co is a party;

(c)

except with respect to the Project Specific Professional Liability specified in Part 1 of Appendix A to this Schedule 25 and Automobile Liability, Comprehensive Crime and WSIB specified in Parts 1 and 2 of Appendix A to this Schedule 25, contain a waiver of subrogation as against HMQ, HMQ Parties and their respective shareholders, officials, directors, officers, employees, servants, consultants (other than design consultants) and agents;

(d)

contain a breach of warranty provision whereby a breach of a condition by Project Co will not eliminate or reduce coverage for any other insured; and

(e)

be primary insurance with respect to any similar coverage provided by any insurance obtained by or available to HMQ without any right of contribution of any insurance carried by HMQ.

12.2

Notwithstanding that “HMQ” includes each ministry, agency, board or other subdivision, department or branch of HMQ, for purposes of this Schedule 25, including Appendix A hereto, certain ministries and agencies of HMQ are listed as Named Insureds and/or Additional Insureds for greater certainty and for insurance evidence requirements.

ARTICLE 13 CERTIFICATES OF INSURANCE AND CERTIFIED COPIES OF POLICIES

13.1

Prior to the commencement of any part of the Initial Works, Project Co will provide HMQ with certified copies of policies, confirming that the insurances specified in Section

1.1

have been obtained and are in full force and effect.

13.2

Prior to the commencement of any part of the Initial Works, Project Co will provide HMQ with certificates of insurance or certified copies of policies, confirming that the insurances specified in Section 1.2 have been obtained and are in full force and effect. If

Confidenti al – Economic Interests of Ontario

certificates of insurance are provided, certified copies of the entire contents of all relevant insurance policies will be subsequently provided to HMQ no later than 90 days after execution of this Project Agreement.

13.3

Prior to the commencement of any part of the OM&R Work on any Phase, Project Co will provide HMQ with certificates of insurance or certified copies of policies, confirming that the insurances specified in Section 2.1 have been obtained and are in full force and effect. If certificates of insurance are provided, certified copies of the entire contents of all relevant insurance policies will subsequently be provided to HMQ no later than 90 days after the relevant Phase Substantial Completion Date; however specimen wordings of all such insurance policies, along with the corresponding summary of coverage, limits and deductibles, must be provided to HMQ no later than 90 days prior to the relevant Phase Substantial Completion Date.

ARTICLE 14 FAILURE TO MEET INSURANCE REQUIREMENTS

14.1

If Project Co fails to obtain or maintain, or cause to be obtained and maintained, the insurance required by this Schedule 25, fails to furnish to HMQ a certified copy of each policy required to be obtained by this Schedule 25 or if, after furnishing such certified copy, the policy lapses, is cancelled, or is materially altered, then HMQ shall have the right, without obligation to do so, to obtain and maintain such insurance itself in the name of Project Co, and the cost thereof shall either, at HMQ’s option, be payable by Project Co to HMQ on demand or be deducted by HMQ from the next payment or payments otherwise due to Project Co.

14.2

If coverage under any insurance policy required to be obtained (or caused to be obtained) by Project Co should lapse, be terminated or be cancelled, then, if directed by HMQ, all work by Project Co shall immediately cease until satisfactory evidence of renewal is produced.

ARTICLE 15 MODIFICATION OR CANCELLATION OF POLICIES

15.1

Except as noted in Appendix A to this Schedule 25, all insurance provided by Project Co shall contain endorsements confirming that the policy will not be cancelled, adversely reduced, adversely materially altered or adversely materially amended without the insurer(s) giving at least ninety (90) days prior written notice by registered mail, at the addresses specified, to HMQ, the Lenders and the Collateral Trustee. For greater certainty, the terms “adversely reduced”, “adversely materially altered” and “adversely materially amended” as used in this provision shall mean any decrease or reduction in policy limits, aggregate limits or sub-limits (other than as a result of claims under the policy), any increase in any policy deductible or self-insured retention, any reduction in the policy coverage period, cancellation or suspension of coverage with respect to any insured parties from the time the policy was issued for that policy period, addition of any exclusions or restrictions from the time the policy was issued for that policy period and

Confidenti al – Economic Interests of Ontario

any reduction or restriction in the scope of coverage provided under the policy, in all cases when such adverse reduction, adverse material alteration or adverse material amendment is initiated by the insurer.

15.2

All insurance provided by Project Co shall contain endorsements confirming that, in the event of cancellation for non-payment of premium, the insurer(s) will give at least fifteen

(15)

days prior written notice by registered mail, at the addresses specified, to HMQ, the Lenders and the Collateral Trustee.

15.3

With respect to Operational Term insurances, only notice of cancellation will be required for the Automobile Liability and Comprehensive Crime described in Part 2 of Appendix A to this Schedule 25.

15.4

With respect to insurances described in Section 1.1 (a), (b) and (d), Section 1.2 (d) and Section 2.1 (a), (b), (c) and (d), breach of any of the terms or conditions of the policies required to be provided by Project Co, or any negligence or wilful act or omission or false representation by an Insured under these policies, shall not invalidate the insurance with respect to HMQ, IO, MTO, ORC, the Lenders or any other Insured, but only to the extent that such breach is not known to these parties.

ARTICLE 16 INSURERS

16.1

All policies of insurance to be obtained (or caused to be obtained) by Project Co in accordance with this Schedule 25 shall be issued by financially sound insurers acceptable to HMQ and the Lenders, acting reasonably, and, where required by statute, be licensed to insure such risk in the Province of Ontario.

16.2

To be eligible to provide insurance, an insurer must have the capacity to provide the particular insurance and shall have current ratings from time to time of either:

(a)

a Financial Strength Rating of not lower than “A-“ for three out of the previous five years but not lower than “B” at any time during those five years, and a Financial Size Category not lower than VII, such ratings being those established by A. M. Best Company (Best); or

(b)

a Long-Term Financial Strength Rating of not lower than “A-“ for three out of the past five years but not less than “BBB” at any time during those five years, a Short-Term Financial Strength Rating of not lower than “A-3” for three out of the previous five years and a Financial Enhancement Rating of not lower than “A-“ for three out of the previous five years but not less than “BB+” at any time during those five years, such ratings being those established by Standard and Poor’s (S&P); or

Confidenti al – Economic Interests of Ontario

(c)

if the insurer is not rated by Best or S&P, an insurer that is acceptable to HMQ and Lenders, acting reasonably, with respect to the insurances required by this Schedule 25.

ARTICLE 17 POLICY TERMS AND CONDITIONS

17.1

All policies of insurance to be obtained (or caused to be obtained) by Project Co in accordance with this Schedule 25 shall be in form and substance satisfactory to HMQ and its insurance advisors, acting reasonably.

17.2

To achieve the minimum limits for any type of insurance required under Appendix A, it is permissible to arrange the insurance under a single policy, or by a combination of primary, umbrella and/or excess policies.

ARTICLE 18 FAILURE TO COMPLY

18.1

Neither failure to comply nor full compliance by Project Co with the insurance provisions of this Schedule 25 shall relieve Project Co of its liabilities and obligations under this Project Agreement.

ARTICLE 19 PERFORMANCE SECURITY REQUIREMENTS

19.1 [REDACTED]

Confidenti al – Economic Interests of Ontario

Confidential – Economic Interests of Ontario

12
Appendix A – Insurance Requirements

Page 13

Initial Works Insurance – Part 1 WEP Project

From First Access to Site until each Phase Substantial Completion Date (Insurance for Initial Works)

Insurances to be provided, or caused to be provided, by Project Co and arranged through the IOCIP program

Type
“All Risks”
Course of
Construction
Property,
including Boiler
and Machinery Parkway. This coverage shall be primary with respect to the Project without right
In addition to the above-noted, the Commissioning
value declared will further include
replacement cost value of the Early
Works.
Delay in Start-up $[REDACTED],
covering a 12 month indemnity
period, including Contingent
Delayed Start-Up related to losses
at Suppliers’ or Manufacturers’
premises or other temporary
storage locations ($[REDACTED]
sub-limit)

Soft Costs $[REDACTED]
(representing [REDACTED]% of
Recurring / Continuing Soft Costs)

Extra and Expediting Expense
(minimum $[REDACTED] sub
limit)

Principal Extensions:

Amount
Value declared to be equal to
$[REDACTED], including Property $[REDACTED] minimum
of Every Description and all other
property supplied by HMQ or HMQ
Parties for incorporation into the

Lenders.
$[REDACTED] All other losses
30 days waiting period
applicable to time element

Maximum Deductibles
[REDACTED]% of loss value /
insurable replacement cost of the Works including cold and hot testing
Earthquake
Costs with no early occupancy restriction.
$[REDACTED] Flood

Principal Cover
“All Risks” Course of Construction Property Insurance covering the full
/ commissioning of Equipment including HVAC, Delay in Start-Up, Soft

Replacement Cost Valuation
(Property)
Most Recent Technology
Replacement Cost Valuation
(Equipment or Machinery)
Flood (to policy limit with annual
aggregate)

Confidential – Economic Interests of Ontario

Page 14

Natural or man-made earth
movement, including earthquake,
landslide or subsidence (to policy
limit with an annual aggregate)
Electronic Data Processing
equipment and media, including
data restoration and re-creation
costs
Transit
Unnamed locations
By-laws including Demolition,
Increased Cost of Repairs and
Replacement (subject to a
$[REDACTED] sub-limit only
with respect to existing or
renovated buildings)
Debris Removal (minimum
$[REDACTED] sub-limit)
Off Premises Services
Interruption (minimum
$[REDACTED] sub-limit)
Professional Fees (minimum
$[REDACTED] sub-limit)
Fire Fighting Expenses
(minimum $[REDACTED] sub
limit)
Valuable Papers (minimum
$[REDACTED] sub-limit)
Accounts Receivable (minimum
$[REDACTED] sub-limit)
Green Building and LEED
Upgrades (subject to a
$[REDACTED] sub-limit)
Defence Costs (subject to a
$[REDACTED] sub-limit)
Contamination Clean-up or
Removal (minimum
$[REDACTED] sub-limit)
Ammonia Contamination
(minimum $[REDACTED] sub
limit)
LEED Rectification,
Commissioning and Testing
Expenses (subject to a

Confidential – Economic Interests of Ontario

Page 15

$[REDACTED] sub-limit)
Civil Authority Access
Interruption (8 weeks)
Prevention of Ingress/Egress
(8 weeks)
By-Laws including demolition
and increased replacement /
repair costs
Permission for Partial Use or
Occupancy prior to Substantial
Completion
Cost of Carrying Project
Financing (12 Months), included
in Delayed Start-Up coverage
Margin of Profit Extension for
Contractors
Radioactive contamination
caused by sudden and
accidental release of radioactive
isotopes (resulting from an
accident)

Permitted Exclusions:

Cyber risk
Mould, fungi and fungal
derivatives
Faulty workmanship, materials
construction, or design but
resultant damage to be insured
to a minimum DE4 standard
War risk
Terrorism
Nuclear or radioactive
contamination, except
radioactive isotopes intended for
scientific, medical, industrial or
commercial use
Contractors’ equipment

Confidential – Economic Interests of Ontario

Page 16

Comments Named Insured includes Project Co, Lenders, Collateral Trustee, the Construction Contractor, all subcontractors, sub-subcontractors, *DEMO*tants and sub-consultants, HMQ, MTO, ORC and IO and as their respective interests may appear No provision permitted allowing a coinsurance penalty Insurance shall be primary without right of contribution of any other insurance *DEMO*d by any Named Insured Additional key extensions of coverage: *DEMO*round services, temporary works *DEMO*ed in the *DEMO*t such as *DEMO*lding, hoarding, etc., site preparation, including excavation and associated improvements, landscaping and property of others used in the construction of the Project Losses payable in accordance with the Insurance Trust Agreement Upon each Phase Substantial Completion, cover will cease and be replaced by All Risk Property and Boiler & Machinery Insurance – Operational Term Waiver of Subrogation against all Named and Unnamed Insureds, including but not limited to Project Co, HMQ, MTO, ORC, IO, the Construction Contractor, all subcontractors, professional consultants (other than for their professional liability), Lenders, Collateral Trustee, as well as officers, directors and *DEMO*ees, *DEMO*ts, and agents of the foregoing Frost or freezing to concrete – but only resultant damage from a peril not otherwise excluded Liberalization Clause Errors and Omissions Breach of Conditions Interims Payments ClauseTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION

Underwriters

Confidential – Economic Interests of Ontario

Principal underwriters in compliance with Article 16 of this Schedule 25

Page 17

Initial Works Insurance – Part 1 WEP Project

From First Access to Site until Substantial Completion Date (Insurance for Initial Works)

Insurances to be provided, or caused to be provided, by Project Co and arranged through the IOCIP program

Type
Wrap-Up
Commercial
General Liability respect to Broad Form Products
and Non-Owned
Automobile
Liability

Amount
$[REDACTED] each occurrence,
and in the annual aggregate with
$[REDACTED] per claim with
and Completed Operations
$[REDACTED] per claim with
Sub-limits:

Maximum Deductibles
$[REDACTED] per occurrence
Liability insurance covering all construction operations on an
occurrence basis against claims for Bodily Injury (including Death),
respect to Contractors Rework
including Products and Completed Operations Liability, extended for a
respect to each of SEF 94,

Principal Cover
Wrap-Up Commercial General Liability and Non-Owned Automobile
Personal Injury, Property Damage (including Loss of Use), and
period of not less than 24 months, effective from each Phase

$[REDACTED] Non-Owned

Automobile Liability
$[REDACTED] Sudden and
Accidental Pollution and Hostile
Fire Pollution Liability
$[REDACTED] “All Risks”
Tenants' Legal Liability
$[REDACTED] Prairie or Forest coverage to be not less than IBC 2313 form (240 hours detection/240
Fire Fighting Expenses
$[REDACTED] Employee
Benefits Administrative Errors
and Omissions

Rework
$[REDACTED] Legal Liability
for Damages To Non-Owned
Automobiles (SEF 94)
$[REDACTED] Medical
Payments

Forest Fire Fighting Expenses
and Employee Benefits
Administrative Errors and
Omissions

Pollution Liability – Sudden and Accidental and Hostile Fire Pollution

hours notice coverage structure).

Coverage shall be maintained continuously from the date of the first
access to the Site, until each Phase Substantial Completion Date, at
which time the Products and Completed Operations extension will
take effect.

Owner’s and Contractor's
Protective
Blanket Contractual (written and
oral)
Direct and Contingent Employers
Liability
Personal Injury (nil participation)
Cross Liability and Severability of
Interest with respect to each
insured party
Blasting / demolition / excavating
/ underpinning / pile driving /
shoring / caisson work / work
below ground surface / tunnelling
/ grading and similar operations
associated with the Works, as
applicable
Elevator and Hoist Collision
Liability
Liberalized Notice of Claim
Requirement, i.e., requirement to
report will commence when
knowledge is held by a
designated project person(s) – to
be identified by Project Co
Non-Owned Automobile Liability
Tenants' Legal Liability (All
Risks) – subject to sub-limit
Medical Expenses – subject to
sub-limit
Prairie or Forest Fire Fighting
Expenses – subject to sub-limit
Sudden and Accidental Pollution
and Hostile Fire Pollution Liability
– subject to sub-limit
Employee Benefits
Administrative Errors and
Omissions – subject to sub-limit
Contractors’ Rework Coverage –
subject to sub-limit
Permission for Unlicensed
Vehicles (partial road use)
Unlicensed Equipment
Loss of Use Without Property
Damage
Loading and Unloading of
Automobiles
Broad Form Property Damage
Broad Form Completed
Operations
Intentional Injury, committed to
Protect Persons or Property
Accident Benefits
Worldwide Territory, subject to
suits being brought in Canada or

the US

Permitted Exclusions:

Injury to employees, where
WSIB provides valid coverage
Property in the care, custody or
control of the insured, except
during the Broad Form Products
and Completed Operations
extension period
Operation of licensed motor
vehicles, other than attached
machinery, while used for its
purpose or at the Project Site
Physical damage to the Project,
except during Broad Form
Products and Completed
Operations extension period
Cyber risk
Mould, fungi and fungal
derivatives
Professional liability of
engineers, architects and other
professional consultants
Nuclear or radioactive
contamination, except release
radioactive isotopes intended for
scientific, medical, industrial or
commercial use

Type Amount Maximum *DEMO*ibles Principal CoverTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION

Full policy limits with *DEMO*t to Non-Owned Automobile Liability $[REDACTED] Prairie or Forest Fire Fighting Expenses Principal Extensions (required to be provided by the Project Co. and its Construction Contractor and shall be endeavoured to be provided by any other contractor, subcontractors, subsubcontractors , *DEMO*tants, and sub-consultants, and workmen, tradesmen, or other persons involved in the *DEMO*l Works): Owner’s and Contractor'sTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION

Initial Works Insurance – Part 1 WEP Project

From First Access to Site until Substantial Completion Date (Insurance for Initial Works)

Insurances to be provided, or caused to be provided, by Project Co and arranged through the IOCIP program

Type
Project Specific $[REDACTED] minimum per claim / $[REDACTED] per claim
Professional
Liability
costs and supplementary payments)

Amount
Project Specific Professional Liability Insurance in connection with the design and
$[REDACTED] in the aggregate
(inclusive of defense and related
an extended reporting period of not less than 36 months.
This coverage shall be primary with respect to the Facility without right of
Principal Extensions: contribution of any insurance carried by HMQ, MTO, ORC, IO or the Lenders.

Maximum Deductibles
construction of the Project from beginning of first design, through the entire
construction period, to each Phase Substantial Completion Date plus coverage for

Principal Cover

Primary Insurance extension
Automatic addition of firms
Present, former partner, executive
officer, director or shareholder of
Named Insureds while acting
within their scope of duties for the
Named Insured
Any individuals or personal
corporations retained by the
Named Insured under a personal
services contract
Claim defined as a written or oral
demand for money or a written or
oral allegation in breach in the
rendering or failure to render
professional services received by
the Insured or Named Insured and
resulting from a single error,
omission or negligent act
Lawyer fees and associated
expenses incurred in the
investigation, defence, settlement,
arbitration or litigation of claims
Duty to defend, even if the
allegations are groundless, false
or fraudulent
Worldwide territory, subject to
suits brought in Canada

Permitted Exclusions:

Express warranties or guarantees
Estimates on profit, return
Faulty workmanship, construction
or work which is alleged or in fact
not constructed in accordance
with the design of the Project or
the construction documents
Design or manufacture of any
good or products sold or supplied
by the Named Insured
Terrorism
Nuclear Liability
Judgments and awards deemed
uninsurable by law
Liability assumed under design
contract, unless such liability
would have attached to the
Named Insured by law in the
absence of such agreement
Punitive or exemplary damages,
fines, penalties or interest or
liquidated punitive or exemplary
damages or fees
Refusal to employ, termination of
employment, humiliation or
discrimination on any basis or
other employment related

practices or policies

ARTICLE 3 NO LIMIT ON RECOVERY 3.1 Notwithstanding any other provision of this Project Agreement, it is hereby agreed that the limits of liability *DEMO*ied in this Schedule 25 for insurance policies, whether suchTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION

Underwriters

Principal underwriters in compliance with Clause 16 of this Schedule 25

Initial Works Insurance – Part 1 WEP Project

From First Access to Site until each Phase Substantial Completion Date (Insurance for Initial Works)

Insurances to be provided, or caused to be provided, by Project Co and arranged through the IOCIP program

Type
Project Specific
Pollution
Liability

Amount
$[REDACTED] per claim and in
the aggregate for all claims,
inclusive of defense and all costs

Maximum Deductibles
$[REDACTED] per claim
inclusive of defense and all
costs and expenses

Principal Cover
Pollution Liability insurance covering third party bodily injury, property
damage consequential loss or damage, including clean-up and restoration
costs, both at the Site and Off-Site, as required.

and expenses

Contractors’
Pollution Principal Extensions:

Made)

Combined Limit
subject to
Pollution Legal
Liability with a
minimum
$[REDACTED]
sub-limit

Substantial Completion Date.

Microbial Matter (including
Fungus/Mould)
Underground / above ground
storage tanks
First Party Restoration and
Clean-up Costs
Disposal Site Extension,
including Transportation
(reporting required)
Duty to Defend
Canada and US Territory
Contractual Liability
Emergency Response Costs

Terrorism
War Intentional Non-compliance Prior Knowledge WSIB Employers’ Liability Professional Liability Nuclear Liability Property Damage to Motor

Vehicles during Transportation

Comments

Named Insured will include Project Co, its Affiliates, Project Co parties and all other parties engaged in the Works, including the Construction
Contractor, all subcontractors, sub-subcontractors, consultants, and sub-consultants

(c) “InsuranceCost Differential” means an *DEMO*, based on the Joint Insurance Cost Report, equal to (ARIC – BRIC) ± PIC where:TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION

Cost Report, equal to (ARIC – BRIC) ± PIC where: ARIC is the Actual *DEMO*nt Insurance Cost;TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION

Underwriters

Principal underwriters in compliance with Clause 16 of this Schedule 25

Initial Works Insurance – Part 1 WEP Project

From first Access to Site until each Phase Substantial Completion Date (Insurance for Initial Works)

Insurances to be provided, or caused to be provided, by Project Co

Type
Automobile
Liability
Construction Contractor vehicles

tradesmen, or other persons
working on or at the Site

Commercial
General Liability and in the annual aggregate with
and Non-Owned
Automobile
Liability

the Construction
and in the annual aggregate with
subcontractors,

sub-consultants,
including Direct
and Contingent
Employers
Liability, Products In both instances, limits of liability
and Completed
Operations
Liability, and
Owner’s and
Contractor’s
Protective

Amount
$[REDACTED] (Minimum) for
Project Co and Project Co’s
consultants and sub-consultants, operated in connection with the Project.
Business Automobile Liability insurance covering third party property
$[REDACTED] (Minimum) for damage and bodily injury liability (including accident benefits) arising out
vehicles of any other contractor, of any licensed vehicle.

$[REDACTED] each occurrence,
occurrence basis against claims for Bodily Injury (including Death), Broad
respect to Broad Form Products
and Completed Operations for
Project Co and Project Co’s
Construction Contractor This Commercial General Liability Insurance will cover off-site activities
beyond the "Wrap-Up" Commercial General Liability Insurance policy’s
$[REDACTED] each occurrence,

during the Initial Works of the relevant Phase and until twelve (12) months
sub- following the earlier of the termination of the insured’s person’s

sub-consultants, and workmen,
tradesmen, or other persons
involved in the Initial Works

may be structured as any
combination of Primary plus
supplementary layers and
Umbrella and/or Excess, or
Primary plus Umbrella and/or
Excess

Maximum Deductibles
Standard Ontario Owners Form For all vehicles operated by Project Co,
the Construction Contractor, all subcontractors, sub-subcontractors,
Commercial General Liability insurance covering all operations on an
Form Property Damage (including Loss of Use), and including Broad Form
Products and Completed Operations Liability.
Products and Completed Operations extension period.

Policies shall be endorsed to preclude cancellation, except upon 90 days
prior written notice provided to HMQ, MTO, ORC, IO and the Lenders.

Principal Cover

extensions

Sub-limits (Project Co and Project
Co’s Construction Contractor):

Full policy limits with respect to
Non-Owned Automobile Liability
$[REDACTED] Prairie or Forest
Fire Fighting Expenses

Principal Extensions (required to
be provided by the Project Co. and
its Construction Contractor and
shall be endeavoured to be
provided by any other contractor,
subcontractors, sub
subcontractors, consultants, and
sub-consultants, and workmen,
tradesmen, or other persons
involved in the Initial Works):

Owner’s and Contractor's
Protective
Blanket Contractual (written)
Direct and Contingent Employers
Liability
Personal Injury (nil participation)
Cross Liability and Severability
of Interest with respect to each
insured party
Blasting / demolition / excavating
/ underpinning / pile driving /
shoring / caisson work / work
below ground surface /
tunnelling/grading and similar
operations associated with the
Initial Works as applicable
Elevator and Hoist Collision
Liability
Non-Owned Automobile Liability
Prairie or Forest Fire Fighting
Expenses – subject to sub-limit
Permission for Unlicensed
Vehicles’ (partial road use)
Unlicensed Equipment

Loss of Use Without Property
Damage
Loading and Unloading of
Automobiles
Broad Form Property Damage
Broad Form Completed
Operations
Intentional Injury, committed to
Protect Persons or Property
Worldwide Territory, subject to
suits being brought in Canada or
the US

Permitted Exclusions:

Injury to employees, where
WSIB provides valid coverage Property in the care, custody or control of the insured, except as provided under Broad Form Products and Completed Operations Operation of licensed motor vehicles, other than attached machinery, while used for its purpose or at the Site Cyber risk Mould, fungi and fungal derivatives Professional liability of engineers, architects and other professional consultants Nuclear or radioactive contamination, except release of radioactive isotopes intended for scientific, medical, industrial or

commercial use

Comments
Underwriters

HMQ, MTO, ORC, IO and the Lenders will be identified as Additional Insureds or insured clients of Project Co and its Affiliates
Principal underwriters in compliance with Clause 16 of this Schedule 25

From First Access to Site until each Phase Substantial Completion (Insurance for Initial Works)

Insurances to be provided, or caused to be provided, by Project Co

Type
Aircraft and
Watercraft
Liability

Comments

“All Risks”
Ocean Marine
Cargo
(if any exposure)

Comments

“All Risks”
Contractors’
Equipment

To cover Project
Co, the
Construction
Contractor,
subcontractors,
sub

Amount
Minimum $[REDACTED]
inclusive, including $[REDACTED]
passenger hazard – Owned
Aircraft
Minimum $[REDACTED] inclusive
– Non-Owned Aircraft

Minimum $[REDACTED] inclusive
Owned or Non-Owned Watercraft

HMQ, MTO, ORC, IO and the Lenders will be identified as Additional Insureds or insured clients of Project Co and its Affiliates

100% Replacement Cost
Valuation basis
insurance provision.
This coverage shall be primary with respect to the Facility without right of
contribution of any insurance carried by HMQ, MTO, ORC, IO or the
Lenders.

Named Insured includes Project Co, HMQ, MTO, ORC, IO, Lenders, Collateral Trustee, the Construction Contractor, all subcontractors, sub
subcontractors, consultants and sub-consultants as their respective interests may appear

If Site equipment is three years old
or less, the sum insured shall be
equal to [REDACTED]% of the
replacement value of all
contractors equipment used at the
project. If Site equipment is more
than three years old, actual cash
value basis of loss settlement is
acceptable.

subcontractors,

Maximum Deductibles
To be determined
prior written notice provided to HMQ, MTO, ORC, IO and the Lenders.

$[REDACTED] per claim
during marine transit, on a full replacement value basis, with no co
All Risks coverage on all owned, rented, leased or borrowed contractors’
equipment, used at the Site.

Principal Cover
Policies shall be endorsed to preclude cancellation, except upon 90 days

Property of every description destined for incorporation into the Facility,

consultants, sub-consultants, Lenders, Collateral Trustee, as well as officers, directors, shareholders and employees of the foregoing

From First Access to Site until each Phase Substantial Completion (Insurance for Initial Works)

Insurances to be provided, or caused to be provided, by Project Co

Terrorism Nuclear or *DEMO*ctive contamination, except radioactiveTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION

(Crime)

Underwriters (All
non-IOCIP Initial
Works insurance
to be provided or
caused to be
provided by
Project Co)

established benefits and
schedules

Broad Form Money and Securities, Money Orders and Counterfeit Paper,
Depositors’ Forgery, Computer Fraud and Funds Transfer Fraud, Audit
Expenses and Credit Card Forgery.

Insurance primary without right of contribution of any other insurance
carried by HMQ, MTO, ORC, IO or the Lenders.

Principal underwriters in compliance with Clause 16 of this Schedule 25

expense, WSIB Insurance, in accordance with the Province of Ontario
requirements.
(ii) Project Co shall ensure that satisfactory evidence of WSIB Insurance
is provided by all Project Co Parties, including all other consultants, sub
consultants, contractors, subcontractors, suppliers and tradesmen working
at the Site.

Prior to commencement of the Initial Works, each of the foregoing shall
provide satisfactory written confirmation of compliance, from the
appropriate authority, including confirmation that all required assessments
have been paid to date.

Upon Substantial Completion of each Phase, Project Co shall be provided
with satisfactory written confirmation that all required assessments have
been paid to date.

On request, within 30 days of such request, Project Co shall deliver to

HMQ evidence of the workers compensation coverage maintained by any
person involved in the Initial Works, or confirmation of that person’s
exemption from workers compensation coverage.

Operational Term Insurance – Part 2 WEP Project

From each Phase Substantial Completion Date until Termination Date (Insurance for Operational Term)

Insurance to be provided, or caused to be provided, by Project Co

Type
“All Risk”
Property
PML study conducted by Project Earthquake
Co and agreed upon by HMQ] for
all property associated with all $[REDACTED] Flood
Phases, while on the Site or while

supplies destined for incorporation
into the Project or intended to be

Equipment
Revenue or Gross Profits Form), –
12 months period of indemnity –
including interdependency and
contingent coverage re losses at
key supplier premises, property in
transit or in storage off-site

Extra and Expediting Expenses
(minimum $[REDACTED] sub
limit)

Principal Extensions:

Amount
Limit of Liability of $[REDACTED]
[NTD: Limit will be based on
insured, and including necessary Business Interruption and Expediting
Expenses.

Coverage shall be maintained continuously from and after each Phase

Termination Date.
30 days waiting period
used in the performance of OM&R applicable to time element Premises coverage.
This coverage shall be primary with respect to the Project without right of

Maximum Deductibles
3% of loss value /
$[REDACTED] minimum

Such insurance will include Inland Transportation, By-Laws and Off

Principal Cover
All Risks Property insurance covering all property to be insured with a sum
insured equivalent to the full replacement cost value of the property

Replacement Cost Valuation
(Property)
Most Recent Technology
Replacement Cost Valuation
(Equipment or Machinery)
Flood (to policy limit with annual
aggregate)
Natural or man-made earth
movement, including earthquake,
landslide or subsidence (to policy

limit with annual aggregate)
Electronic Data Processing
equipment and media, including
data restoration and re-creation
costs
Debris Removal (minimum
$[REDACTED] sub-limit)
Transit (minimum
$[REDACTED] sub-limit)
Unnamed locations (minimum
$[REDACTED] sub-limit)
Professional Fees (minimum
$[REDACTED] sub-limit)
Fire Fighting Expenses
(minimum $[REDACTED] sub
limit)
Valuable Papers (minimum
$[REDACTED] sub-limit)
Accounts Receivable (minimum
$[REDACTED] sub-limit)
Contamination Clean-up or
Removal (minimum
$[REDACTED] sub-limit)
Civil Authority Access
Interruption (minimum 8 weeks)
Prevention of Ingress/Egress
(minimum 8 weeks)
Automatic Coverage for Newly
Acquired Locations (90 day
reporting period acceptable)
By-Laws including demolition and
increased replacement / repair
costs
Off Premises Services
Interruption
Margin of profit extension for
contractors
Joint Loss Agreement (if
separate “All Risk” Property and
Boiler and Machinery policies are
arranged)

Permitted Exclusions:
Cyber risk

Mould, fungi and fungal
derivatives Faulty workmanship, materials construction, design or latent defects but resultant damage to be insured War risk Terrorism Nuclear or radioactive contamination, except radioactive isotopes intended for scientific, medical, industrial or commercial use

Substantial Completion Date or activation, whichever shall first occur, and Interruption Insurance included, at all times thereafter until the Termination Date. subject to a 12 month period of indemnity Boiler and *DEMO*ery Insurance may be arranged on a combined If a covered accident to insured Property/Boiler and Machinery basis, subject to the Boiler and *DEMO*ery objects(s) causes an interruption to section of such a policy being arranged on a Comprehensive Form basis.TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION

OM&R Works Phase Insurance – Part 2 WEP Project

From each Phase Substantial Completion Date until Termination Date (Insurance for OM&R Works Phase)

Insurance to be provided, or caused to be provided, by Project Co

Type
Boiler &
Machinery
[NTD: Limit will be based on
PML study conducted by Project Business Interruption – and Expediting and Extra Expense coverage.
Co and agreed upon by HMQ] Maximum 30 day Waiting
$[REDACTED] Business
Interruption Insurance included,
subject to a 12 month period of
indemnity
If a covered accident to insured
objects(s) causes an interruption to
MTO services or activities, the
Business Interruption loss will
include the costs of carrying the
Project financing, during the
affected period

Sub-limits ($[REDACTED] each):

Amount
Limit of $[REDACTED] each
Accident to an Insured Object
endorsements and extensions as well as necessary Business Interruption

Substantial Completion Date or activation, whichever shall first occur, and
at all times thereafter until the Termination Date.

Boiler and Machinery Insurance may be arranged on a combined
Property/Boiler and Machinery basis, subject to the Boiler and Machinery
section of such a policy being arranged on a Comprehensive Form basis.
This coverage shall be primary with respect to the Project without right of
contribution of any insurance carried by HMQ, MTO, ORC, IO or the
Lenders.

Maximum Deductibles
$[REDACTED] per claim,
Direct Damage

Principal Cover
Boiler & Machinery insurance on a Comprehensive Policy Form basis
including HVAC on a full replacement cost basis, including all appropriate

Ammonia Contamination
Automatic Coverage Bylaws Errors and Omissions Expediting Expenses Extra Expense Hazardous Substances Professional Fees Water Damage

Comments

Named Insured will include Project Co, HMQ, MTO, ORC, IO and the Lenders – Lenders will be covered as Loss Payee and
Mortgagee
All loss proceeds payable to the Insurance Trustee in accordance with the Insurance Trust Agreement

Underwriters

Principal underwriters in compliance with Clause 16 of this Schedule 25

Operational Term Insurance – Part 2 WEP Project

From each Phase Substantial Completion Date until Termination Date (Insurance for Operational Term)

Insurance to be provided, or caused to be provided, by Project Co

Type
Commercial
General Liability occurrence and in the aggregate
and Non-Owned
Automobile
Liability
Sub-limits:
$[REDACTED] Non-Owned
Automobile Liability, unless
coverage provided under
automobile liability insurance Pollution Liability – Sudden and Accidental Pollution coverage to be not
$[REDACTED] Sudden and less than IBC 2313 form (120 hours detection/120 hours notice coverage
Accidental Pollution and Hostile
Fire Pollution
$[REDACTED] “All Risks”

exposure exists
$[REDACTED] Prairie or Forest
Fire Fighting Expense
$[REDACTED] Employee
Benefits Administrative Errors
and Omission Liability
$[REDACTED] Legal Liability for
Damages To Non-owned
Automobiles (SEF 94) , unless
coverage provided under
automobile liability insurance
$[REDACTED] Medical
Payments

Amount
$[REDACTED] each accident or
occurrence
with respect to Products and
Completed Operations
insurance.
Coverage shall be maintained continuously from and after each Phase
Substantial Completion Date and at all times thereafter until the
Termination Date.

structure).

the Lenders.

Maximum Deductibles
$[REDACTED] per
occurrence basis against claims for personal injury (including bodily injury
and death), Broad Form Property Damage (including Loss of Use), and
including Broad Form Products and Completed Operation Liability

Principal Cover
Commercial General Liability insurance covering all operations on an

Owner’s and Contractor's
Protective
Blanket Contractual (written and
oral)
Direct and Contingent Employers
Liability
Employee Benefits

Administrative Errors and
Omissions
Personal Injury (nil participation)
Cross Liability and Severability of
Interest with respect to each
insured party
Blasting / demolition / excavating
/ underpinning / pile driving /
shoring / caisson work / work
below ground surface / tunnelling
/ grading and similar operations,
as applicable
Elevator and Hoist Collision
Liability
Liberalized Notice of Claim
Requirement, i.e., requirement to
report will commence when
knowledge is held by a
designated project person(s) – to
be identified by Project Co
Non-owned Automobile Tenants'
Legal Liability (All Risks) –
subject to sub-limit
Medical Expenses – subject to
sub limit
Prairie or Forest Fire Fighting
Expenses – subject to sub-limit
Sudden and Accidental Pollution
and Hostile Fire Pollution –
subject to sub-limit
Permission for unlicensed
vehicles’ partial road use
Unlicensed Equipment
Loss of Use Without Property
Damage
Loading and Unloading of
Automobiles
Broad Form Property Damage
Broad Form Completed
Operations
Intentional Injury, committed to
Protect Persons or Property
Voluntary Compensation
Worldwide Territory, subject to
suits being brought in Canada or

the US

Permitted Exclusions:

Injury to employees, where WSIB
provides valid coverage
Property in the care, custody or
control of the insured, except as
provided under Broad Form
Products and Completed
Operations
Operation of licensed motor
vehicles, other than attached
machinery, while used for its
purpose or at the OM&R Work site Cyber risk Mould, fungi and fungal derivatives Professional liability of engineers, architects and other professional consultants Asbestos Nuclear or radioactive contamination, except radioactive isotopes intended for scientific, medical, industrial or commercial

use

8.6 With res (a) P in o U ti (b) S o UTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION

spect to any Uninsurable Risk: Project Co shall continue to approach the insurance market on a regular basis and, n any event, at intervals of not less than 180 days and use reasonable efforts to obtain (or cause to be *DEMO*ed) insurance to cover as much or all of the Uninsurable Risk as can be insured in the available insurance market from time to ime; and Subject to Section 8.6(a) of this Schedule 25, Project Co shall be relieved of its obligation to maintain (or cause to be *DEMO*ined) insurance in respect of the Uninsurable Risk.TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION

Underwriters

Principal underwriters in compliance with Clause 16 of this Schedule 25

Operational Term Insurance – Part 2 WEP Project

From each Phase Substantial Completion Date until Termination Date (Insurance for Operational Term)

Insurance to be provided, or caused to be provided, by Project Co

Maximum

Type
Environmental
Impairment
(Pollution)
Liability

Principal Extensions:
Hazardous Substances occurring
at or emanating from the OM&R
Work or site during the Policy
Period This insurance shall include a twelve (12) month extended discovery
Microbial Matter (including
Fungus/Mould)
Biological Agents
Underground / above ground
storage tanks

Clean-up
Duty to Defend
Contractual Liability

Amount
Minimum $[REDACTED] per claim $[REDACTED] per claim
and in the aggregate for all claims, inclusive of defense and all
inclusive of defense and all costs
and expenses
tanks.

Coverage shall be maintained continuously from and after each Phase
Substantial Completion Date and at all times thereafter until the
Termination Date.

period and reporting period provision in the event of termination of the
Policy or in the event termination of the Project Agreement for any reason,
including its expiration.
This coverage shall be primary with respect to the OM&R Work without

Deductibles
Pollution Liability insurance covering third party bodily injury and property
damage liability, consequential loss or damage, including necessary
costs and expenses
Coverage is extended to include underground and above ground storage

Principal Cover
clean-up costs, both at the OM&R Work site and off-site, as required.

Terrorism
Intentional Non-Compliance WSIB War Employers Liability Nuclear Liability Professional Liability

Comments

Underwriters

It is permissible for Project Co to extend the Initial Works Pollution policy to include pollution events occurring during the OM&R Work, on an annual
basis throughout the Project Term (if available).

Principal underwriters in compliance with Clause 16 of this Schedule 25

Operational Term Insurance – Part 2 WEP Project

From each Phase Substantial Completion Date until Termination Date (Insurance for Operational Term)

Insurance to be provided, or caused to be provided, by Project Co

Type
Automobile
Liability
contractor vehicles
$[REDACTED] (Minimum) for
vehicles of any other contractor,
subcontractors, sub
subcontractors, consultants, and
sub-consultants, and workmen,
tradesmen, or other persons
working on or at the OM&R Work
site

Underwriters
Comprehensive $[REDACTED] per extension
Crime

Underwriters

Maximum Deductibles
$[REDACTED] (Minimum) for
Project Co and Project Co’s
consultants operated in connection with the OM&R Work.
Coverage shall be maintained continuously from and after the Substantial
Completion Date and at all times thereafter until the Termination Date.

Business Automobile Liability insurance covering third party property
damage and bodily injury liability (including accident benefits) arising out of
any licensed vehicle.

Policies shall be endorsed to preclude cancellation, except upon 60 days

Principal underwriters in compliance with Clause 16 of this Schedule 25
Comprehensive Crime insurance including coverage for Employee
Dishonesty against the fraudulent/dishonest acts of employees of Project
Co and its Affiliates, including additional coverage for Broad Form Money
and Securities, Money Orders and Counterfeit Paper, Depositors' Forgery,
Computer Fraud and Funds Transfer Fraud, Audit Expenses and Credit
Card Forgery.

Coverage shall be maintained continuously from and after each Phase
Substantial Completion Date and at all times thereafter until the
Termination Date.

This coverage shall be primary with respect to the OM&R Work without
right of contribution of any insurance carried by HMQ, MTO, ORC, IO or
the Lenders.

Principal underwriters in compliance with Clause 16 of this Schedule 25

Principal Cover
Standard Ontario Owners Form For all vehicles operated by Project Co, all
contractor, all subcontractors, sub-subcontractors, consultants, and sub

Operational Term Insurance – Part 2 WEP Project

From each Phase Substantial Completion Date until Termination Date (Insurance for Operational Term)

Insurance to be provided, or caused to be provided, by Project Co

Type

Act’s established benefits and
schedules

Maximum Deductibles

WSIB Insurance, in accordance with the Province of Ontario requirements.

provided by all Project Co Parties, including all consultants, sub consultants,
contractors, subcontractors, suppliers and tradesmen working at the Site.

Prior to commencement of the OM&R Work, each of the foregoing shall provide
satisfactory written confirmation of compliance, from the appropriate authority,
including confirmation that all required assessments have been paid to date.

Upon completion of the OM&R Work, Project Co shall be provided with
satisfactory written confirmation that all required assessments have been paid to
date.

On request, within 30 days of such request, Project Co shall deliver to HMQ
evidence of the WSIB coverage maintained by any person involved in the OM&R
Work or confirmation of that person’s exemption from WSIB coverage.

Principal Cover

SCHEDULE 25 INSURANCE AND PERFORMANCE SECURITY REQUIREMENTS

19.1

[REDACTED] Confidenti al – Economic Interests of Ontario Confidential – Economic Interests of Ontario 12Appendix A – Insurance Requirements Page 13

[REDACTED]

Confidenti al – Economic Interests of Ontario

Confidential – Economic Interests of Ontario

12
Appendix A – Insurance Requirements

Page 13