Certificate of Completion

City of Toronto

Toronto Dominion Centre, 66 Wellington Street West

Toronto Dominion Centre, 66 Wellington Street West

Duke of Devon

Date substantially performed:

2004-04-05

Date certificate signed:

2004-05-20

Name of Owner

The Cadillac Fairview Corporation Limited

Address of Owner

20 Queen Street West, Toronto, ON M5H 3R4

Name of Contractor

PCL Constructors Canada Inc.

Address of Contractor

2085 Hurontario Street, Suite 105, Mississauga, ON L5A 4G1

Name of Certifier

Bregman + Hamann Architects.

Address of Certifier

481 University Ave., Suite 300, Toronto, ON M5G 2H4

Toronto-Dominion Bank Tower Parcel B-1, Section A-228E Leasehold, Lots 1, 2, 3, 4 and 5, Block A, and part of the Lane (Closed by Judge's Order) Registered Plan 546 and Block B, Registered Plan 228E, Block X, Registered Plan 787E, parts of Town Lots 5, 6 and 7 on the south side of King Street West and Town Lot 6 and parts of Town Lots 5 and 7 on the north side of Wellington Street West and part of Millstone Lane (Closed by By-law No. 22243) and part of the lane dedicated by By-law No. 20615 as stopped up and closed by By-law No. 22703 according to Plan of the Town of York and designated as Parts 1 and 2 on Plan 66R-16220 Save and Except that part of Town Lot 5 on the south side of King Street West, Town of York Plan, Part of Lot 5 and part of the lane (Closed by Judge’s Order Instrument No. 57726 E.S.) Plan 546 and Part of Block X Plan 787E designated as Parts 1 and 2 on Plan 66R-15228 Plan BA-1121 a plan under The Boundaries Act registered as Plan D-464, confirms part of the Boundaries of this land (See A-677934) Royal Trust Tower Parcel 7-1 Section Y-1 Lots 8, 9, 10, 11 and 12 on the north side of Wellington Street West, Lots 9, 10, 11 and 12 on the north side of Millstone Lane, part of Millstone Lane (Closed by By-law No. 22243) Registered Plan 33, parts of Town Lots 6, 7 and 8 on the south side of King Street West part of the lane dedicated by By-Law No. 20615 as stopped up and closed by By-law No. 22703 and part of Town Lot 7 on the north side of Wellington Street West according to the Town of York Plan and designated as Parts 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25 and 26 on Plan No. R-3459 Subject to rights of way or easement or right in the nature of an easement for the passage of persons and vehicles on, over, under or through that Part of Parcel 7-1, Section Y-1, designated as Parts 9, 10, 12, 13, 14, 15, 16, 17, 18, 21 and 26 on Plan R-3469 for the purposes as set out in Instrument No. A-298760, as amended by Instrument No. C-822885 Together with a right of way or easement or right in the nature of an easement for the passage of persons and vehicles on, over, under or through portion Parcel B-1, Section A-228-E, Freehold, designated as Parts 5 and 6 on Plan R-3459 for the purposes as set out in Instrument No. A-298761 Plan BA-1121, a plan under The Boundaries Act registered as Plan D-464 confirms part of the boundaries of this land (See A-677934) Canadian Pacific Tower Parcel 6-12 Section Y-1 The whole of Lots 1, 2, 3, 4, 5, 6 and 7 and that part of the back road now known as Millstone Lane according to Plan 33 filed in the Registry Office for the Registry Division of the City of Toronto, part of Town Lot 8 on the north side of Wellington Street West according to the Plan of the Town of York, and part of Town Lot 8 on the south side of King Street West according to the Plan of the Town of York, all designated as Parts 1, 2, 3, 4 and 5 on a plan of survey of record in the Land Registry Office for the Land Titles Division of Metropolitan Toronto (No. 66) at Toronto as 65R-5995 Plan BA-1121, a plan under the Boundaries Act registered as Plan D-464, confirms part of the boundaries of this land (See Instrument No. A-677934) Ernst and Young Tower Parcel 5-1 Section A-546 Parcel 5-1 Section A-546, being Part of Town Lot 5, south side of King Street, part of Town Lot 5, north side of Wellington Street, Town of York Plan; part of Lot 5 and part of the Lane, closed by Judge’s Order in Instrument 57726ES and part of the Lane, stopped up and closed by By-Law 250-88 of The Corporation of the City of Toronto, registered as Instrument CT963950 on Plan 546 and part of Block X on Plan 787E (all in the City of Toronto) designated as Parts 2, 3 and 4 on Plan 66R-16220