Common use of Substantial Completion Certificate Clause in Contracts

Substantial Completion Certificate. certifying that the construction of Landlord’s Section 2.3 Work has been substantially completed in accordance with this Section 2.3 and specifying the date of that completion. Thereafter, beginning on the Rent Commencement Date and continuing during the rest of the term of this Lease, Tenant shall be responsible (subject, however, to any corrective obligations of Landlord as expressly set forth in this Lease) for maintenance, repair and/or replacement of all such systems and improvements to the extent required under the provisions of Article 8 hereof. If Landlord’s obligations under this paragraph are violated in any respect, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation. However, in the case of the requirements set forth in clause (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTER.

Substantial Completion Certificate. certifying (a) Project Co shall give the Independent Certifier and the CTC Representative at least ten Business Days’ notice prior to the date upon which Project Co anticipates delivering the Substantial Completion Notice. (b) Project Co shall give the Independent Certifier and the CTC Representative notice (the “Substantial Completion Notice”) upon the satisfaction of all requirements for Substantial Completion, which Substantial Completion Notice shall describe, in reasonable detail, the satisfaction of the requirements for Substantial Completion, together with Project Co’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied. (c) The CTC shall, within five Business Days after receipt of the Substantial Completion Notice, provide the Independent Certifier and Project Co with the CTC’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied and, if applicable, any reasons as to why it considers that the construction Substantial Completion Certificate should not be issued. (d) Within five Business Days after Project Co’s receipt of Landlordthe CTC’s opinion pursuant to Section 2.3 Work has 24.4(c), the Parties shall cause the Independent Certifier to determine whether the conditions for issuance of the Substantial Completion Certificate have been substantially completed satisfied, having regard for the opinions of both Project Co and the CTC, to determine whether any Minor Deficiencies exist, and to issue to the CTC and to Project Co either: (i) the Substantial Completion Certificate, confirming the date of issue as the Substantial Completion Date and setting out the Minor Deficiencies List (if applicable) in accordance with this Section 2.3 24.8; or (ii) a report detailing the matters that the Independent Certifier considers are required to be performed by Project Co to satisfy the conditions for issuance of the Substantial Completion Certificate. (e) Where the Independent Certifier has issued a report in accordance with Section 24.4(d)(ii) and specifying Project Co has not referred a Dispute in relation thereto for resolution in accordance with Schedule 27 – Dispute Resolution Procedure, Project Co shall, within 5 Business Days after receipt of such report, provide the date Independent Certifier and the CTC Representative with: (i) a detailed list indicating the rectification actions proposed for all matters raised in such report; (ii) the schedule for completion of all such rectification actions; and (iii) any additional Project Co Commissioning that completionneeds to be undertaken as a result of the rectification actions, and Project Co shall perform all such additional rectification actions and Project Co Commissioning in a timely manner. ThereafterUpon completion thereof, beginning Project Co may give a further Substantial Completion Notice and Sections 24.4(c) to (e), inclusive, shall be repeated until the Substantial Completion Certificate has been issued. (f) The Independent Certifier’s decision to issue or not to issue the Substantial Completion Certificate shall be final and binding on the Rent Commencement Parties solely in respect of determining the Substantial Completion Payment Date, and a Dispute in relation to the Substantial Completion Payment Date and continuing during shall not be subject to resolution pursuant to the rest of the term of this LeaseDispute Resolution Procedure, Tenant shall be responsible (subjectprovided, however, to that any corrective obligations of Landlord as expressly set forth other Dispute in this Lease) for maintenance, repair and/or replacement of all such systems and improvements relation to the extent required under Independent Certifier’s decision to issue or not to issue the provisions of Article 8 hereof. If Landlord’s obligations under this paragraph are violated Substantial Completion Certificate may be referred for resolution pursuant to the Schedule 27 – Dispute Resolution Procedure. (g) Project Co shall provide As-Built Drawings and specifications, Design Data, spare parts and Shop Drawings as soon as possible and in any respect, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation. However, in the case of the requirements set forth in clause (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months event no later than 30 days after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTERSubstantial Completion Date.

Substantial Completion Certificate. certifying 13.1.1 The Concessionaire will issue to the Independent Certifier and the Province’s Representative a notice informing the Independent Certifier and the Province’s Representative at least 20 Working Days prior to the date upon which the Concessionaire expects the Works will be Substantially Completed. If the Concessionaire has at any time reason to believe that the construction said date expected for Substantial Completion as aforesaid will be delayed by more than 5 Working Days, it will issue a fresh notice pursuant to this Section 13.1.1 informing the Independent Certifier and the Province’s Representative of Landlordthe new date expected for Substantial Completion as aforesaid. Upon the Concessionaire notifying the Independent Certifier and the Province’s Section 2.3 Work Representative that Substantial Completion as aforesaid has been substantially completed occurred and subject to the delivery to the Independent Certifier and the Province’s Representative of a Concessionaire’s Substantial Completion Certificate and all other relevant Certificates and supporting documentation in accordance with this Section 2.3 Part 3 of Schedule 5 [Design and specifying Certification Procedure], the date Province’s Representative and the Concessionaire will cause the Independent Certifier to commence within 10 Working Days of that completion. Thereafter, beginning on the Rent Commencement Date and continuing during the rest receipt of such notice an inspection of the term of this Lease, Tenant shall be responsible Works (subject, however, and the Concessionaire will not object to any corrective obligations Interested Party, any Public Authority to whom any Temporary Off­Site Facilities are to be handed over and/or any contractors or consultants retained by the Province or any such Interested Party which has a legal obligation or right to inspect the Works or Public Authority participating in such inspection). 13.1.2 The Province’s Representative and the Concessionaire’s Representative will cause the Independent Certifier within 20 Working Days of Landlord as expressly set forth in this Lease) for maintenancethe commencement of such inspection to either: 13.1.2.1 if Substantial Completion has been attained, repair and/or replacement of all such systems and improvements issue a Substantial Completion Certificate to the extent Province and the Concessionaire; or 13.1.2.2 if Substantial Completion has not been attained, notify the Concessionaire’s Representative and the Province’s Representative of its decision not to issue a Substantial Completion Certificate and issue a report detailing the matters that the Independent Certifier considers are required under to be performed by the provisions Concessionaire. 13.1.3 The Independent Certifier will refuse to issue a Substantial Completion Certificate if: 13.1.3.1 the Works have not been Substantially Completed; or 13.1 3.2 satisfactory evidence of Article 8 hereof. If Landlord’s obligations under this paragraph are violated in any respect, then it shall be compliance with Section 20.1.1.3 has not been provided to the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation. However, in the case of the requirements set forth in clause (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTERProvince.

Substantial Completion Certificate. certifying that the construction of Landlord’s Section 2.3 Work has been substantially completed in accordance with this Section 2.3 and specifying the date of that completion. , Thereafter, beginning on the Rent Commencement Date and continuing during the rest of the term of this Lease, Tenant shall be responsible (subject, however, to any corrective obligations of Landlord as expressly set forth in this Lease) for maintenance, repair and/or replacement of all such systems and improvements to the extent required under the provisions of Article 8 hereof. If Landlord’s obligations under this paragraph are violated in any respect, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(scondition (s) constituting such violation. However, in the case of the requirements set forth in clause (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTER.

Substantial Completion Certificate. certifying (a) Project Co shall give the Independent Certifier and the HMQ Representative at least 10 Business Days’ notice prior to the date upon which Project Co anticipates all requirements for Substantial Completion shall be satisfied. (b) Project Co shall give the Independent Certifier and the HMQ Representative notice (the “Substantial Completion Notice”) upon the satisfaction of all requirements for Substantial Completion, which Substantial Completion Notice shall describe, in reasonable detail, the satisfaction of the requirements for Substantial Completion, together with Project Co’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied. (c) HMQ shall, within 5 Business Days after receipt of the Substantial Completion Notice, provide the Independent Certifier and Project Co with HMQ’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied and, if applicable, any reasons as to why it considers that the construction Substantial Completion Certificate should not be issued. (d) Within 5 Business Days after Project Co’s receipt of LandlordHMQ’s opinion pursuant to Section 2.3 Work has 24.4(c), the Parties shall cause the Independent Certifier to determine whether the conditions for issuance of the Substantial Completion Certificate have been substantially completed satisfied, having regard for the opinions of both Project Co and HMQ, to determine whether any Minor Deficiencies exist, and to issue to HMQ and to Project Co either: (i) the Substantial Completion Certificate, setting out in such certificate the Substantial Completion Date and the Minor Deficiencies List (if applicable) in accordance with this Section 2.3 24.8; or (ii) a report detailing the matters that the Independent Certifier considers are required to be performed by Project Co to satisfy the conditions for issuance of the Substantial Completion Certificate. (e) Where the Independent Certifier has issued a report in accordance with Section 24.4(d)(ii) and specifying Project Co has not referred a Dispute in relation thereto for resolution in accordance with Schedule 27 - Dispute Resolution Procedure, Project Co shall, within 5 Business Days after receipt of such report, provide the date Independent Certifier and the HMQ Representative with: (i) a detailed list indicating the rectification actions proposed for all matters raised in such report; (ii) the schedule for completion of all such rectification actions; and (iii) any additional Project Co Commissioning that completionneeds to be undertaken as a result of the rectification actions, and Project Co shall perform all such additional rectification actions and Project Co Commissioning in a timely manner. ThereafterUpon completion thereof, beginning Project Co may give a further Substantial Completion Notice and Sections 24.4(c) to (e), inclusive, shall be repeated until the Substantial Completion Certificate has been issued. (f) The Independent Certifier’s decision to issue or not to issue the Substantial Completion Certificate shall be final and binding on the Rent Parties solely in respect of determining the Payment Commencement Date, and a Dispute in relation to the Payment Commencement Date and continuing during shall not be subject to resolution pursuant to the rest of the term of this LeaseDispute Resolution Procedure, Tenant shall be responsible (subjectprovided, however, to that any corrective obligations of Landlord as expressly set forth other Dispute in this Lease) for maintenance, repair and/or replacement of all such systems and improvements relation to the extent required under Independent Certifier’s decision to issue or not to issue the provisions of Article 8 hereof. If Landlord’s obligations under this paragraph are violated in any respect, then it shall Substantial Completion Certificate may be referred for resolution pursuant to the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation. However, in the case of the requirements set forth in clause (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTERDispute Resolution Procedure.

Substantial Completion Certificate. certifying (a) Subject to Section 25.4, Project Co shall give the Independent Certifier and the City Representative at least 10 Business Days’ Notice prior to the date upon which Project Co anticipates delivering the Substantial Completion Notice. (b) Project Co shall give the Independent Certifier and the City Representative Notice (the “Substantial Completion Notice”) and upon the satisfaction of all requirements for Substantial Completion, which Substantial Completion Notice shall, describe, in reasonable detail, the satisfaction of the requirements for Substantial Completion, together with Project Co’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied. (c) The City shall, within 5 Business Days after receipt of a Substantial Completion Notice, provide the Independent Certifier and Project Co with the City’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied and, if applicable, any reasons as to why it considers that the construction Substantial Completion Certificate should not be issued. (d) Within 5 Business Days after Project Co’s receipt of Landlordthe City’s opinion pursuant to Section 2.3 Work has 25.3(c), the Parties shall cause the Independent Certifier to determine whether the conditions for issuance of the Substantial Completion Certificate have been substantially completed satisfied, having regard for the opinions of both Project Co and the City, to determine whether any Minor Deficiencies exist, and to issue to the City and to Project Co either: (i) the Substantial Completion Certificate, confirming the date of issue as the Substantial Completion Date and setting out the Minor Deficiencies List (if applicable) in accordance with this Section 2.3 25.7; or (ii) a report detailing the matters that the Independent Certifier considers are required to be performed by Project Co to satisfy the conditions for issuance of the Substantial Completion Certificate. (e) Where the Independent Certifier has issued a report in accordance with Section 25.3(d)(ii) and specifying Project Co has not referred a Dispute in relation thereto for resolution in accordance with Schedule 26 - Dispute Resolution Procedure, Project Co shall, within 5 Business Days after receipt of such report, provide the date Independent Certifier and the City Representative with: (i) a detailed list indicating the rectification actions proposed for all matters raised in such report; (ii) the schedule for completion of all such rectification actions; and (iii) any additional Commissioning that completionneeds to be undertaken as a result of the rectification actions, and Project Co shall perform all such additional rectification actions and Commissioning in a timely manner. ThereafterUpon completion thereof, beginning Project Co may give a further Substantial Completion Notice and Sections 25.3(c) to (e), inclusive, shall be repeated until the Substantial Completion Certificate has been issued. (f) The Independent Certifier’s decision to issue or not to issue the Substantial Completion Certificate shall be final and binding on the Rent Parties solely in respect of determining the Payment Commencement Date, and a Dispute in relation to the Payment Commencement Date and continuing during the rest of the term of this Leaseshall not be subject to resolution pursuant to Schedule 26 - Dispute Resolution Procedure, Tenant shall be responsible (subjectprovided, however, to that any corrective obligations of Landlord as expressly set forth other Dispute in this Lease) for maintenance, repair and/or replacement of all such systems and improvements relation to the extent required under Independent Certifier’s decision to issue or not to issue the provisions of Article 8 hereof. If Landlord’s obligations under this paragraph are violated in any respect, then it shall Substantial Completion Certificate may be referred for resolution pursuant to the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation. However, in the case of the requirements set forth in clause (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTERDispute Resolution Procedure.

Substantial Completion Certificate. certifying (a) Project Co shall give the Independent Certifier and the College Representative at least 20 Business Days’ notice prior to the date upon which Project Co anticipates all requirements for Substantial Completion shall be satisfied. (b) Project Co shall give the Independent Certifier and the College Representative notice (the “Substantial Completion Notice”) upon the satisfaction of all requirements for Substantial Completion, which Substantial Completion Notice shall describe, in reasonable detail, the satisfaction of the requirements for Substantial Completion, together with Project Co’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied. (c) The College shall, within five Business Days after receipt of the Substantial Completion Notice, provide the Independent Certifier and Project Co with the College’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied and, if applicable, any reasons as to why it considers that the construction Substantial Completion Certificate should not be issued. (d) Within five Business Days after Project Co’s receipt of Landlordthe College’s opinion pursuant to Section 2.3 Work has 24.4(c), the Parties shall cause the Independent Certifier to determine whether the conditions for issuance of the Substantial Completion Certificate have been substantially completed satisfied, having regard for the opinions of both Project Co and the College, to determine whether any Minor Deficiencies exist, and to issue to the College and to Project Co either: (i) the Substantial Completion Certificate, setting out in such certificate the Substantial Completion Date and the Minor Deficiencies List (if applicable) in accordance with this Section 2.3 24.8; or (ii) a report detailing the matters that the Independent Certifier considers are required to be performed by Project Co to satisfy the conditions for issuance of the Substantial Completion Certificate. (e) Where the Independent Certifier has issued a report in accordance with Section 24.4(d)(ii) and specifying Project Co has not referred a Dispute in relation thereto for resolution in accordance with Schedule 27 – Dispute Resolution Procedure, Project Co shall, within 5 Business Days after receipt of such report, provide the date Independent Certifier and the College Representative with: (i) a detailed list indicating the rectification actions proposed for all matters raised in such report; (ii) the schedule for completion of all such rectification actions; and (iii) any additional Project Co Commissioning that completionneeds to be undertaken as a result of the rectification actions, and Project Co shall perform all such additional rectification actions and Project Co Commissioning in a timely manner. ThereafterUpon completion thereof, beginning Project Co may give a further Substantial Completion Notice and Sections 24.4(c) to (e), inclusive, shall be repeated until the Substantial Completion Certificate has been issued. (f) The Independent Certifier’s decision to issue or not to issue the Substantial Completion Certificate shall be final and binding on the Rent Commencement Parties solely in respect of determining the Substantial Completion Payment Date, and a Dispute in relation to the Substantial Completion Payment Date and continuing during shall not be subject to resolution pursuant to the rest of the term of this LeaseDispute Resolution Procedure, Tenant shall be responsible (subjectprovided, however, to that any corrective obligations of Landlord as expressly set forth other Dispute in this Lease) for maintenance, repair and/or replacement of all such systems and improvements relation to the extent required under Independent Certifier’s decision to issue or not to issue the provisions of Article 8 hereof. If Landlord’s obligations under this paragraph are violated in any respect, then it shall Substantial Completion Certificate may be referred for resolution pursuant to the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation. However, in the case of the requirements set forth in clause (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTERSchedule 27 – Dispute Resolution Procedure.

Substantial Completion Certificate. certifying that When Contractor believes Substantial Completion has occurred, Contractor may execute and submit to Principal a Certificate of Substantial Completion in the construction form attached as Annex 13D. Within 10 Working Days thereafter, the Contractor and Principal will meet to conduct a technical inspection of Landlord’s Section 2.3 Work the Plant to evaluate whether Substantial Completion of the Plant has been substantially achieved. Within 10 Working Days of any such inspection, Principal shall: (a) reject the certificate if all conditions to Substantial Completion have not been achieved and provide written notice to Contractor of all unfinished or deficient Work which must be completed in accordance with this Section 2.3 as a precondition to the Plant achieving Substantial Completion; or (b) issue the applicable Certificate of Substantial Completion executed by both Principal and specifying Lender’s Engineer, stating the date on which the Plant’s equipment ownership is transferred to the Principal and the Substantial Completion has occurred. Where the Contractor’s submission of that completion. Thereaftera certificate is rejected by the Principal or Lender, beginning on the Rent Commencement Date and continuing during the rest of the term of this Lease, Tenant shall be responsible (subject, however, Contractor will use its best efforts to any corrective obligations of Landlord as expressly set forth in this Lease) for maintenanceremedy, repair and/or replacement of complete all such systems incomplete Work needed for the Plant to achieve Substantial Completion no later than the Substantial Completion Guaranteed Date and improvements to inform Principal when Contractor believes the extent required under the provisions of Article 8 hereof. If Landlord’s obligations under this paragraph are violated in any respect, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligentlydeficiencies have been corrected, at Landlord’s sole cost, which time the condition(s) constituting such violationforegoing procedure will be repeated until the Certificate of Substantial Completion is executed by both Principal and Lender. However, All unfinished or deficient Work in the case of Plant, which is not required for Substantial Completion but is required for Final Completion, will then be recorded in a Punch List Items report, which will be prepared by Contractor and signed by both the requirements set forth in clause Contractor and the Principal (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v“PLI Report”). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIESThe PLI Report will also include an estimated value for each deficient item or unfinished Work and the expected date of repair or delivery. The Principal has the right to refuse to sign the PLI Report if in its reasonable discretion the PLI Report is incomplete, EXPRESS OR IMPLIEDerroneous or contains items, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTERwhich are required for Substantial Completion. Any failure of Principal to sign the PLI Report shall not relieve Contractor of its obligation to effect a prompt remedy and repair of any item necessary for Substantial Completion.

Substantial Completion Certificate. certifying (a) Project Co shall give the Independent Certifier and the WCH Representative at least 10 Business Days’ notice prior to the date upon which Project Co anticipates all requirements for Substantial Completion shall be satisfied. (b) Project Co shall give the Independent Certifier and the WCH Representative notice (the “Substantial Completion Notice”) upon the satisfaction of all requirements for Substantial Completion, which Substantial Completion Notice shall describe, in reasonable detail, the satisfaction of the requirements for Substantial Completion, together with Project Co’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied. (c) WCH shall, within 5 Business Days after receipt of the Substantial Completion Notice, provide the Independent Certifier and Project Co with WCH’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied and, if applicable, any reasons as to why it considers that the construction Substantial Completion Certificate should not be issued. (d) Within 5 Business Days after Project Co’s receipt of LandlordWCH’s opinion pursuant to Section 2.3 Work has 24.4(c), the Parties shall cause the Independent Certifier to determine whether the conditions for issuance of the Substantial Completion Certificate have been substantially completed satisfied, having regard for the opinions of both Project Co and WCH, to determine whether any Minor Deficiencies exist, and to issue to WCH and to Project Co either: (i) the Substantial Completion Certificate, setting out in such certificate the Substantial Completion Date and the Minor Deficiencies List (if applicable) in accordance with this Section 2.3 24.8; or (ii) a report detailing the matters that the Independent Certifier considers are required to be performed by Project Co to satisfy the conditions for issuance of the Substantial Completion Certificate. (e) Where the Independent Certifier has issued a report in accordance with Section 24.4(d)(ii) and specifying Project Co has not referred a Dispute in relation thereto for resolution in accordance with Schedule 27 - Dispute Resolution Procedure, Project Co shall, within 5 Business Days after receipt of such report, provide the date Independent Certifier and the WCH Representative with: (i) a detailed list indicating the rectification actions proposed for all matters raised in such report; (ii) the schedule for completion of all such rectification actions; and (iii) any additional Project Co Commissioning that completionneeds to be undertaken as a result of the rectification actions (save and except for the Phase 2A Commissioning), and Project Co shall perform all such additional rectification actions and Project Co Commissioning in a timely manner. ThereafterUpon completion thereof, beginning Project Co may give a further Substantial Completion Notice and Sections 24.4(c) to (e), inclusive, shall be repeated until the Substantial Completion Certificate has been issued. (f) The Independent Certifier’s decision to issue or not to issue the Substantial Completion Certificate shall be final and binding on the Rent Parties solely in respect of determining the Payment Commencement Date, and a Dispute in relation to the Payment Commencement Date and continuing during shall not be subject to resolution pursuant to the rest of the term of this LeaseDispute Resolution Procedure, Tenant shall be responsible (subjectprovided, however, to that any corrective obligations of Landlord as expressly set forth other Dispute in this Lease) for maintenance, repair and/or replacement of all such systems and improvements relation to the extent required under Independent Certifier’s decision to issue or not to issue the provisions of Article 8 hereof. If Landlord’s obligations under this paragraph are violated in any respect, then it shall Substantial Completion Certificate may be referred for resolution pursuant to the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation. However, in the case of the requirements set forth in clause (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTERDispute Resolution Procedure.

Substantial Completion Certificate. certifying (a) Project Co shall give the Independent Certifier and the CAMH Representative at least 10 Business Days’ notice prior to the date upon which Project Co anticipates all requirements for Substantial Completion shall be satisfied. (b) Project Co shall give the Independent Certifier and the CAMH Representative notice (the “Substantial Completion Notice”) upon the satisfaction of all requirements for Substantial Completion, which Substantial Completion Notice shall describe, in reasonable detail, the satisfaction of the requirements for Substantial Completion, together with Project Co’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied. (c) CAMH shall, within 5 Business Days after receipt of the Substantial Completion Notice, provide the Independent Certifier and Project Co with CAMH’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied and, if applicable, any reasons as to why it considers that the construction Substantial Completion Certificate should not be issued. (d) Within 5 Business Days after Project Co’s receipt of LandlordCAMH’s opinion pursuant to Section 2.3 Work 24.4(c), the Parties shall cause the Independent Certifier to determine whether the conditions for issuance of the Substantial Completion Certificate have been satisfied, having regard for the opinions of both Project Co and CAMH, and to issue to CAMH and to Project Co either: (i) the Substantial Completion Certificate, setting out in such certificate the Substantial Completion Date; or (ii) a report detailing the matters that the Independent Certifier considers are required to be performed by Project Co to satisfy the conditions for issuance of the Substantial Completion Certificate. (e) Where the Independent Certifier has been substantially completed issued a report in accordance with this Section 2.3 24.4(d)(ii) and specifying Project Co has not referred a Dispute in relation thereto for resolution in accordance with Schedule 27 - Dispute Resolution Procedure, Project Co shall, within 5 Business Days after receipt of such report, provide the date Independent Certifier and the CAMH Representative with: (i) a detailed list indicating the rectification actions proposed for all matters raised in such report; (ii) the schedule for completion of all such rectification actions; and (iii) any additional Project Co Commissioning that completionneeds to be undertaken as a result of the rectification actions, and Project Co shall perform all such additional rectification actions and Project Co Commissioning in a timely manner. ThereafterUpon completion thereof, beginning Project Co may give a further Substantial Completion Notice and Sections 24.4(c) to (e), inclusive, shall be repeated until the Substantial Completion Certificate has been issued. (f) The Independent Certifier’s decision to issue or not to issue the Substantial Completion Certificate shall be final and binding on the Rent Parties solely in respect of determining the Payment Commencement Date, and a Dispute in relation to the Payment Commencement Date and continuing during shall not be subject to resolution pursuant to the rest of the term of this LeaseDispute Resolution Procedure, Tenant shall be responsible (subjectprovided, however, to that any corrective obligations of Landlord as expressly set forth other Dispute in this Lease) for maintenance, repair and/or replacement of all such systems and improvements relation to the extent required under Independent Certifier’s decision to issue or not to issue the provisions of Article 8 hereof. If Landlord’s obligations under this paragraph are violated in any respect, then it shall Substantial Completion Certificate may be referred for resolution pursuant to the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation. However, in the case of the requirements set forth in clause (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTERDispute Resolution Procedure.

Substantial Completion Certificate. certifying (a) Project Co shall give the Independent Certifier and the IO Representative at least 10 Business Days’ notice prior to the date upon which Project Co anticipates all requirements for Substantial Completion shall be satisfied. (b) Project Co shall give the Independent Certifier and the IO Representative notice (the “Substantial Completion Notice”) upon the satisfaction of all requirements for Substantial Completion, which Substantial Completion Notice shall describe, in reasonable detail, the satisfaction of the requirements for Substantial Completion, together with Project Co’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied. (c) IO shall, within 5 Business Days after receipt of the Substantial Completion Notice, provide the Independent Certifier and Project Co with IO’s opinion as to whether the conditions for issuance of the Substantial Completion Certificate have been satisfied and, if applicable, any reasons as to why it considers that the construction Substantial Completion Certificate should not be issued. (d) Within 5 Business Days after Project Co’s receipt of LandlordIO’s opinion pursuant to Section 2.3 Work has 24.4(c), the Parties shall cause the Independent Certifier to determine whether the conditions for issuance of the Substantial Completion Certificate have been substantially completed satisfied, having regard for the opinions of both Project Co and IO, to determine whether any Minor Deficiencies exist, and to issue to IO and to Project Co either: (i) the Substantial Completion Certificate, setting out in such certificate the Substantial Completion Date and the Minor Deficiencies List (if applicable) in accordance with this Section 2.3 24.8; or (ii) a report detailing the matters that the Independent Certifier considers are required to be performed by Project Co to satisfy the conditions for issuance of the Substantial Completion Certificate. (e) Where the Independent Certifier has issued a report in accordance with Section 24.4(d)(ii) and specifying Project Co has not referred a Dispute in relation thereto for resolution in accordance with Schedule 27 - Dispute Resolution Procedure, Project Co shall, within 5 Business Days after receipt of such report, provide the date Independent Certifier and the IO Representative with: (i) a detailed list indicating the rectification actions proposed for all matters raised in such report; (ii) the schedule for completion of all such rectification actions; and (iii) any additional Project Co Commissioning that completionneeds to be undertaken as a result of the rectification actions, and Project Co shall perform all such additional rectification actions and Project Co Commissioning in a timely manner. ThereafterUpon completion thereof, beginning Project Co may give a further Substantial Completion Notice and Sections 24.4(c) to (e), inclusive, shall be repeated until the Substantial Completion Certificate has been issued. (f) The Independent Certifier’s decision to issue or not to issue the Substantial Completion Certificate shall be final and binding on the Rent Parties solely in respect of determining the Payment Commencement Date, and a Dispute in relation to the Payment Commencement Date and continuing during shall not be subject to resolution pursuant to the rest of the term of this LeaseDispute Resolution Procedure, Tenant shall be responsible (subjectprovided, however, to that any corrective obligations of Landlord as expressly set forth other Dispute in this Lease) for maintenance, repair and/or replacement of all such systems and improvements relation to the extent required under Independent Certifier’s decision to issue or not to issue the provisions of Article 8 hereof. If Landlord’s obligations under this paragraph are violated in any respect, then it shall Substantial Completion Certificate may be referred for resolution pursuant to the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation. However, in the case of the requirements set forth in clause (i) of the first sentence of this paragraph, Tenant’s failure to give such written notice to Landlord within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clause (i), and in the case of the requirements set forth in clauses (ii) through (v) of the first sentence of this paragraph (except with respect to latent defects in the case of the requirements set forth in clauses (iii) and (v) of the first sentence of this paragraph), Tenant’ failure to give such written notice to Landlord regarding any alleged violation within one (1) year after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under such clauses (ii) through (v). TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 AND IN THE WORKLETTER (IF APPLICABLE) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS (OTHER THAN TENANT IMPROVEMENTS) IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3 AND, IN THE CASE OF TENANT IMPROVEMENTS CONSTRUCTED BY LANDLORD UNDER THE WORKLETTER, AS EXPRESSLY SET FORTH IN THE WORKLETTERDispute Resolution Procedure.