Common use of No Site Encumbrances Clause in Contracts

No Site Encumbrances. ‌ (a) Project Co shall not create, incur, permit or suffer to exist any Encumbrance to be filed, issued or registered against the Site or any part thereof or any interest therein due to an act or omission of Project Co or any Project Co Party. (b) Subject to Encumbrances that Project Co shall remove pursuant to Section 11.22(c) and Section 3 of Schedule 18 – Payments and Holdbacks, the performance of the Work shall not give rise to a right for any person to obtain title to or any interest in the Site, the Existing Facility or the Facility or any part of it or them except in accordance with the terms of this Project Agreement. (c) In the event that the Site or any part thereof or any interest therein becomes subject to any Encumbrance arising in relation to the performance of the Work which has not been consented to in writing by STEGH, Project Co shall immediately take all steps necessary to remove, vacate or discharge such Encumbrance. If such Encumbrance is not removed, vacated or discharged within 10 Business Days of the filing, issuance or registration of such Encumbrance then, without prejudice to any other rights or remedies it may have, STEGH will be at liberty to take whatever steps it deems necessary and appropriate to remove, vacate or discharge the Encumbrance, including payment of any amount owing or claimed thereunder, and seek immediate recovery from Project Co of the amount of any such payment and any associated costs, including legal costs, all of which shall be payable on demand. (d) Notwithstanding the provisions of this Section 11.22, the Parties acknowledge that the provisions of Section 3 of Schedule 18 – Payments and Holdbacks shall apply to claims for lien made against the Site, the Facility or the Existing Facility pursuant to the Construction Lien Act (Ontario) and shall also apply to claims made against the Legislative Holdback.

No Site Encumbrances. ‌ (a) Project Co shall not create, incur, permit or suffer to exist any Encumbrance to be filed, issued or registered upon or against the Site Lands or any part thereof or any interest therein due to an act or omission of Project Co or any Project Co Party.. Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 64 CAN: 26350049.2 BD-#30398459-v2 (b) Subject to Encumbrances that Project Co shall remove pursuant to Section 11.22(c) and Section 3 promptly notify the City of Schedule 18 – Payments and Holdbacks, the performance of the Work shall any Encumbrance which is not give rise to a right for any person to obtain title to or any interest in the Site, the Existing Facility or the Facility or any part of Title Encumbrance as soon as it or them except in accordance with the terms of this Project Agreementbecomes aware thereof. (c) In the event that the Site Lands or any part thereof or any interest therein becomes subject to any Encumbrance arising in relation due to the performance an act or omission of the Work Project Co or any Project Co Party which has not been consented to in writing by STEGHthe City, Project Co shall immediately take all steps necessary to remove, vacate or discharge such Encumbrance. If such Encumbrance is not removed, vacated or discharged within 10 Business Days of the filing, issuance or registration of such Encumbrance then, without prejudice to any other rights or remedies it may have, STEGH the City will be at liberty to take whatever steps it deems necessary and appropriate to remove, vacate or discharge the Encumbrance, including payment of any amount owing or claimed thereunder, and seek immediate recovery from Project Co of the amount of any such payment and any associated costs, including legal costscosts (on a full indemnity basis), all of which shall be payable on demand. (d) Notwithstanding In the provisions of this Section 11.22, the Parties acknowledge event that the provisions Lands or any part thereof or any interest therein is or becomes subject to any Encumbrance which is not a Title Encumbrance and which is not due to an act or omission of Project Co or any Project Co Party, prior to performing obligations under any such Encumbrance, Project Co shall notify the City of any such Encumbrance and the City shall: (i) cause the Encumbrance to be removed, vacated or discharged; (ii) perform the required obligations thereunder; or (iii) instruct Project Co to perform the required obligations thereunder. (e) If Section 3 15.2(d) requires Project Co to perform obligations under an Encumbrance which performance imposes costs or delays on performance of the activities within the Project Scope, such performance: (i) prior to Revenue Service Availability shall, subject to and in accordance with Section 40, be treated as a Delay Event and, subject to and in accordance with Section 41, be treated as a Compensation Event; and (ii) following Revenue Service Availability shall, subject to and in accordance with Schedule 18 22 – Payments and Holdbacks shall apply to claims for lien made against the SiteVariation Procedure, the Facility or the Existing Facility pursuant to the Construction Lien Act (Ontario) and shall also apply to claims made against the Legislative Holdbackresult in a Variation.

No Site Encumbrances. ‌ (a) Project Co shall not create, incur, permit or suffer to exist any Encumbrance to be filed, issued or registered against the Site or any part thereof or any interest therein due to an act or omission of Project Co or any Project Co Party. (b) Subject to Encumbrances that Project Co shall remove pursuant to Section 11.22(c) and Section 3 of Schedule 18 – - Payments and Holdbacks, the performance of the Work shall not give rise to a right for any person to obtain title to or any interest in the Site, the Existing Facility or the Existing Facility or any part of it or them except in accordance with the terms of this Project Agreement. (c) In the event that the Site or any part thereof or any interest therein becomes subject to any Encumbrance arising in relation to the performance of the Work which has not been consented to in writing by STEGHTHP, Project Co shall immediately take all steps necessary to remove, vacate or discharge such Encumbrance. If such Encumbrance is not removed, vacated or discharged within 10 Business Days of the filing, issuance or registration of such Encumbrance then, without prejudice to any other rights or remedies it may have, STEGH THP will be at liberty to take whatever steps it deems necessary and appropriate to remove, vacate or discharge the Encumbrance, including payment of any amount owing or claimed thereunder, and seek immediate recovery from Project Co of the amount of any such payment and any associated costs, including legal costs, all of which shall be payable on demand. (d) Notwithstanding the provisions of this Section 11.22, the Parties acknowledge that the provisions of Section 3 of Schedule 18 – Payments and Holdbacks shall apply to claims for lien made against the Site, the Facility or the Existing Facility pursuant to the Construction Lien Act (Ontario) and shall also apply to claims made against the Legislative Holdback.

No Site Encumbrances. ‌ (a) Project Co shall not create, incur, permit or suffer to exist any Encumbrance to be filed, issued or registered against the Site or any part thereof or any interest therein due to an act or omission of Project Co or any Project Co Party. (b) Subject to Encumbrances that Project Co shall remove pursuant to Section 11.22(c) and Section 3 of Schedule 18 – Payments and Holdbacks, the performance of the Work shall not give rise to a right for any person to obtain title to or any interest in the Site, the Existing Facility or the Facility or any part of it or them except in accordance with the terms of this Project Agreement. (c) In the event that the Site or any part thereof or any interest therein becomes subject to any Encumbrance arising in relation to the performance of the Work which has not been consented to in writing by STEGHCAMH due to an act or omission of Project Co or any Project Co Party, Project Co shall immediately take all steps necessary to remove, vacate or discharge such Encumbrance. If such Encumbrance is not removed, vacated or discharged within 10 Business Days of the filing, issuance or registration of such Encumbrance then, without prejudice to any other rights or remedies it may have, STEGH CAMH will be at liberty to take whatever steps it deems necessary and appropriate to remove, vacate or discharge the Encumbrance, including payment of any amount owing or claimed thereunder, and seek immediate recovery from Project Co of the amount of any such payment and any associated costs, including legal costs, all of which shall be payable on demand. (dc) Notwithstanding The Parties acknowledge that the foregoing provisions of this Section 11.22, the Parties acknowledge that the provisions of Section 3 of Schedule 18 – Payments and Holdbacks 15.2 shall apply to claims for lien made against the Site, the Facility or the Existing Facility Site pursuant to the Construction Lien Act (Ontario) and shall also apply to claims made against CAMH or the Legislative Holdbackholdback under the Construction Lien Act (Ontario) as though such a claim were an Encumbrance against the Site as referred to therein. (d) Project Co shall withhold from each of its Subcontractors the holdbacks required under the Construction Lien Act (Ontario) and shall deal with such holdbacks in accordance with the Construction Lien Act (Ontario). (e) Project Co shall follow the requirements of the Construction Lien Act (Ontario) and Good Industry Practice for posting and advertising certificates of completion when issued.

No Site Encumbrances. ‌ (a) Save and except for Permitted Encumbrances, Project Co shall not create, incur, permit or suffer to exist any Encumbrance to be filed, issued or registered against the Site Highway Service Centre Portfolio or any part thereof or any interest therein due to an act or omission of Project Co or any Project Co Party. (b) Subject to Encumbrances that Project Co shall remove pursuant to Section 11.22(c) and Section 3 of Schedule 18 – Payments and Holdbacks, the performance of the Work shall not give rise to a right for any person to obtain title to or any interest in the Site, the Existing Facility or the Facility or any part of it or them except in accordance with the terms of this Project Agreement. (c) In the event that the Site Highway Service Centre Portfolio or any part thereof or any interest therein becomes subject to any Encumbrance, other than a Permitted Encumbrance arising in relation to the performance of the Work which has not been consented to in writing by STEGHthe Province due to an act or omission of Project Co or any Project Co Party, Project Co shall immediately take all steps necessary necessary, including paying money into court, to remove, vacate or discharge such Encumbrance. If such Encumbrance is not removed, vacated or discharged within 10 Business Days of Project Co receiving notice or otherwise becoming aware of the filing, issuance or registration of such Encumbrance then, without prejudice to any other rights or remedies it may have, STEGH the Province will be at liberty to take whatever steps it deems necessary and appropriate to remove, vacate or discharge the Encumbrance, including payment of, or posting of security for, any amount owing or claimed thereunder, and seek immediate recovery from Project Co of the amount of any such payment and any associated costs, including legal costs, on a full indemnity basis, and any payment which may ultimately be made out of or pursuant to security posted to vacate the Encumbrance, all of which shall be payable on demand.. The Province may deduct such amounts from the amounts otherwise due or owing to Project Co. (dc) Notwithstanding The Parties acknowledge that the foregoing provisions of this Section 11.22, the Parties acknowledge that the provisions of Section 3 of Schedule 18 – Payments and Holdbacks 6.2 shall apply to claims for lien made against the Site, the Facility Highway Service Centre Portfolio or the Existing Facility any part thereof pursuant to the Construction Lien Act (Ontario) and shall also apply to claims made against the Legislative HoldbackProvince or the holdback under the Construction Lien Act (Ontario) as though such a claim were an Encumbrance against the Highway Service Centre Portfolio or any part thereof, as referred to herein. Without limiting the provisions of this Section 6.2, Project Co shall satisfy all judgments and pay all costs resulting from any construction liens arising from the performance of the Project Operations by or on behalf of Project Co or any Project Co Party or any actions brought in connection with any such liens, or lawsuits brought against the Province by any person that provided services or materials to the Highway Service Centre Portfolio or any part thereof which constitute part of the Project Operations. Notwithstanding the foregoing, Project Co shall have no liability with respect to construction liens that arise as a result of the failure by the Province to fund Project Costs as required pursuant to Schedule 29 – Strategic Infrastructure Investment. (d) Project Co shall withhold the holdbacks provided for under the Construction Lien Act (Ontario) and shall deal with such holdbacks in accordance with the Construction Lien Act (Ontario). (e) Project Co shall follow the requirements of the Construction Lien Act (Ontario) and Good Industry Practice for posting and advertising certificates of substantial performance when issued.

No Site Encumbrances. ‌ (a) Project Co shall not create, incur, permit or suffer to exist any Encumbrance to be filed, issued or registered against the Site or any part thereof or any interest therein due to an act or omission of Project Co or any Project Co Party. (b) Subject to Encumbrances that Project Co shall remove pursuant to Section 11.22(c) and Section 3 of Schedule 18 – Payments and Holdbacks, the performance of the Work shall not give rise to a right for any person to obtain title to or any interest in the Site, the Existing Facility or the Existing Facility or any part of it or them except in accordance with the terms of this Project Agreement. (c) In the event that the Site or any part thereof or any interest therein becomes subject to any Encumbrance arising in relation to the performance of the Work which has not been consented to in writing by STEGHCMH, Project Co shall immediately take all steps necessary to remove, vacate or discharge such Encumbrance. If such Encumbrance is not removed, vacated or discharged within 10 Business Days of the filing, issuance or registration of such Encumbrance then, without prejudice to any other rights or remedies it may have, STEGH CMH will be at liberty to take whatever steps it deems necessary and appropriate to remove, vacate or discharge the Encumbrance, including payment of any amount owing or claimed thereunder, and seek immediate recovery from Project Co of the amount of any such payment and any associated costs, including legal costs, all of which shall be payable on demand. (d) Notwithstanding the provisions of this Section 11.22, the Parties acknowledge that the provisions of Section 3 of Schedule 18 – Payments and Holdbacks shall apply to claims for lien made against the Site, the Facility or the Existing Facility pursuant to the Construction Lien Act (Ontario) and shall also apply to claims made against the Legislative Holdback.

No Site Encumbrances. ‌ (a) Project Co shall not create, incur, permit or suffer to exist any Encumbrance to be filed, issued or registered upon or against the Site Lands or any part thereof or any interest therein due to an act or omission of Project Co or any Project Co Party. (b) Subject to Encumbrances that Project Co shall remove pursuant to Section 11.22(c) and Section 3 promptly notify the Ministry of Schedule 18 – Payments and Holdbacks, the performance of the Work shall any Encumbrance which is not give rise to a right for any person to obtain title to or any interest in the Site, the Existing Facility or the Facility or any part of Title Encumbrance as soon as it or them except in accordance with the terms of this Project Agreementbecomes aware thereof. (c) In the event that the Site Lands or any part thereof or any interest therein becomes subject to any Encumbrance arising in relation due to the performance an act or omission of the Work Project Co or any Project Co Party which has not been consented to in writing by STEGHthe Ministry, Project Co shall immediately take all steps necessary to remove, vacate or discharge such Encumbrance. If such Encumbrance is not removed, vacated or discharged within 10 Business Days of the filing, issuance or registration of such Encumbrance then, without prejudice to any other rights or remedies it may have, STEGH the Ministry will be at liberty to take whatever steps it deems necessary and appropriate to remove, vacate or discharge the Encumbrance, including payment of any amount owing or claimed thereunder, and seek immediate recovery from Project Co of the amount of any such payment and any associated costs, including legal costscosts (on a full indemnity basis), all of which shall be payable on demand. (d) Notwithstanding In the provisions of this Section 11.22, the Parties acknowledge event that the provisions Lands or any part thereof or any interest therein is or becomes subject to any Encumbrance which is not a Title Encumbrance and which is not due to an act or omission of Project Co or any Project Co Party, prior to performing obligations under any such Encumbrance, Project Co shall notify the Ministry of any such Encumbrance and the Ministry shall: (i) cause the Encumbrance to be removed, vacated or discharged; (ii) perform the required obligations thereunder; or (iii) instruct Project Co to perform the required obligations thereunder. (e) If Section 3 15.2(d) requires Project Co to perform obligations under an Encumbrance which performance imposes costs or delays on performance of the Project Operations, such performance: (i) prior to Substantial Completion shall, subject to and in accordance with Section 40, be treated as a Delay Event and, subject to and in accordance with Section 41, be treated as a Compensation Event; and (ii) following Substantial Completion shall, subject to and in accordance with Schedule 18 – Payments and Holdbacks shall apply to claims for lien made against the Site19 - Variation Procedure, the Facility or the Existing Facility pursuant to the Construction Lien Act (Ontario) and shall also apply to claims made against the Legislative Holdbackresult in a Variation.

No Site Encumbrances. ‌ (a) Project Co shall not create, incur, permit or suffer to exist any Encumbrance to be filed, issued or registered against the Site or any part thereof or any interest therein due to an act or omission of Project Co or any Project Co Party. (b) Subject to Encumbrances that Project Co shall remove pursuant to Section 11.22(c) and Section 3 of Schedule 18 – Payments and Holdbacks, the performance of the Work shall not give rise to a right for any person to obtain title to or any interest in the Site, the Existing Facility or the Facility or any part of it or them except in accordance with the terms of this Project Agreement. (c) In the event that the Site or any part thereof or any interest therein becomes subject to any Encumbrance arising in relation to the performance of the Work which has not been consented to in writing by STEGHContracting Authority, Project Co shall immediately take all steps necessary to remove, vacate or discharge such Encumbrance. If such Encumbrance is not removed, vacated or discharged within 10 Business Days of the filing, issuance or registration of such Encumbrance then, without prejudice to any other rights or remedies it may have, STEGH Contracting Authority will be at liberty to take whatever steps it deems necessary and appropriate to remove, vacate or discharge the Encumbrance, including payment of any amount owing or claimed thereunder, and seek immediate recovery from Project Co of the amount of any such payment and any associated costs, including legal costs, all of which shall be payable on demand.demand.‌ (d) Notwithstanding the provisions of this Section 11.22, the Parties acknowledge that the provisions of Section 3 of Schedule 18 – Payments and Holdbacks shall apply to claims for lien made against the Site, the Facility or the Existing Facility pursuant to the Construction Lien Act (Ontario) and shall also apply to claims made against the Legislative Holdback.