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Sunset Date

This is generally the term used for the 'drop dead' date for a project. If Practical Completion under a building Contract has not occurred by the Sunset Date a Principal will generally have a right to terminate. For the purposes of financing, it is the date on which the Financiers may cancel a loan.

Superintendent

The person generally engaged by the Principal to administer the building Contract. In some instances the Superintendent is referred to as the Contract Administrator (see PC-1). The Superintendent is not a party to the Contract. However, the Contract will define the role of the Superintendent in administering that Contract. The Superintendent may have a dual role: to issue directions to the Contractor on behalf of the Principal and to carry out certification tasks as a party independent to the Principal. This creates a tension between the Superintendent's role as the Principal's agent (and therefore clearly representing the Principal's interests) and as a certifier (which must be undertaken independently).

Supplier

An entity which provides goods or services for financial reward.

Surety

A person who binds himself or herself, usually by deed, to satisfy the obligations of another person, if the latter fails to do so. Similar to a guarantor. If a surety satisfies the obligations for which he/she is liable, the surety is entitled to recover the amount from the principal debtor.

Survey Mark

A survey peg, bench mark, reference mark, signal, alignment, level or any other mark for the purpose of setting out, checking or measuring work under the Contract.

Suspension

A temporary stop or cessation of a person's rights and / or obligations.

Stay of Action

Also known as a Stay of Proceedings. It is an injunction issued by a court to suspend proceedings either permanently or temporarily until, for example, the occurrence of a condition imposed by the court. Examples of circumstances in which a stay may be ordered are where there is no reasonable cause of action, the proceedings are frivolous, vexatious or are otherwise an abuse of process.

Subscription Agreement

The Contract entered into by the issuer and subscriber of debentures under which funds are drawn down. Many of the provisions found in a Facility Agreement will be contained in the Subscription Agreement including: (a) agreement by the subscriber to subscribe for debentures in accordance with the terms of the Debenture Trust Deed up to the facility commitment; (b) conditions precedent to the subscription; (c) facility terms (interest calculation, charging and payment, principal repayments); (d) representations and warranties; (e) general undertakings/negative covenants; and (f) events of default. Subscription terms may be contained within a Facility Agreement rather than a separate Subscription Agreement.

Step-in Rights

Rights to replace or be a substitute for another or to interpose or become involved (usually so as to halt or hinder an action).

Strata

The division of a parcel of land with unit entitlements divided into lots, or lots and common property.

Glossary Term

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