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perfected by control. The Borrower will not. after the .date of this Agreement, establish and maintain any Securities Acco1,mts with any Securities Intermediary unless: 0) it gives the Lender 30 days' prior written notice of Its Intention to establlsh such new Securities , Account; (II) such Securities Intermediary Is reasonably acceptable to the Lender; and (Iii) the Securities' Intermediary and .the Borrower: (A) execute and deliver a Control Agreement with respect to such Securities Account that Is In form and substances satisfactory to the Lender; or (8) transfer the Financial Assets In such Securities Account Into a Seourltlea Account In the name of the Lender.

9. No Merger. Survlval of Representations and Warrantle$: All representations and warranties made by the Borrower In this Agreement: (f) am material; (II) wlll be considered to have been relied on by the

, Lender; and (Iii) will survive the execution and delivery of this Agreement or any investigation made at any time by or on behalf of the Lender and any disposition or payment of the Secured Obllgaflons until the Release Date, The Agreement does not operate by way of merger of any of the Secured Obligations and no judgment recovered by the Lender wlll operate by way of merger of, or In any way affect, the Security Interest, which Is In addition to, and not In substitution for, any other seourlty now or hereafter held by the Lender In respect of the Secured Obllga11ons.

1 O. Covenants: The Borrower: (i) shall comply, and shall oause eaoh of Its Subsidiaries to comply, wllh all loan documents to which 1he Borrower and/or Its Subsidiaries are a pa11Y to the extent that such provisions, covenants and agreements apply to the Borrower or Its Subsidiaries and shall, and shall cause each of Its applicable Subsidiaries . to, take, or refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no Default or Event of Default under such loan documents to which the Borrower and/or Its Subsidiaries are a party, is caused by the actions or Inactions of the Borrower or any of Its appllcable Subsidiaries; and (II) further covenants and agrees with the Lender that:

(a) Further Documentation. The Borrower will from time to time, at the expense of the Borrower, promp~ly and. duly authorize, execute and deliver such further Instruments and documents, and fake such further action, as the Lender may reasonably request for the purpose of obtaining or preserving the full benefits of, and the rights and powers granted by, this Agreement including, without llmlfalion: (I) executing, recording and filing of financing or other statements and paying all taxes, fees and other charges payable In connection therewith; (ii) placing notations on Ifs books of account to disclose

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the · Socurily Interest; (Iii) delivering acknowledgements, confirmations and subordinations that may be necessary to ensure that the Securlly Interest constitute a valid and perfected first ranking security Interest (subject only to Permitted Liens); (iv) executing and delivering any certificates, endorsements, lnstruotlons, agreements, documents and Instruments that may be required under the STA; and (v) delivering opinions of counsel In respect of matters contemplated by this paragraph, in form and substance satisfactory to the Lender, Tha Borrower acknowladges that this Agreement has been prepared based on the existing Laws in the Province referred to In the "Governing Law" section of this Agreement and that a change In such Laws, or the Laws of other jurisdictions, may require the execution and dellvery of different forms of seourlty documentation. Accordingly, the Borrower agrees that the Lender will have the right to require that this Agreement be amended, modified, replaced, revised, extended, renewed, restated or supplemented from time to time, and that the Borrower will Immediately on request by the Lender authorize, execiule and deliver a1ly such document: (I) to reflect any changes In ~uch Laws, whether arising as a result of statutory amendments, court decisions or otherwise; (II) to facilitate the creation and registration of appropriate security In all appropriate jurisdictions; or (Ill) If the Borrower merges or amalgamates with any other Perspn o.r enters Into any corporate reorganization, in each case In order to confer on the Lender, Hens slmllar to, and having tha same effect as, the Security Interest.

(b) Limitations on Modifications, Waivers, Extensions. Other than as not prohibited by paragraph (c) below, the Borrower will not: (I) amend, modify, terminate, permit to expire or waive any provision of any Permit, Contract or any document giving rise to an Account In any manner which Is or could reasonably be expected to be materially adverse to the Borrower or the Lender; or (II) fall to exercise promptly and diligently Its rights under each Contract and each document giving rise to an Account if such failure Is or could reasonably ba expected to be materially adverse to the Borrower or the Lender,

(c) Limitations on Discounts, Compromises. Extensions of Accounts. Other than In the ordinary course of business of the Borrower consistent with previous practices. the Borrower will not: {i) grant any extension of the time for payment of any Account; (ii) compromise, compound or settle any Account for less than Its full

. amount; (ill) release, wholly or partially, any Person llable for· the payment of any Account; or (Iv) allow any credit or discount of any Account.

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(d) Conduct of lhe Business. The Borrower will maintain, usa and operate the Collateral and carry on and conduct Its business In a lawful and buslness~llke manner.

(e) Further Identification of Collateral. The Borrower will promptly furnish to the Lender such statements and schedules further Identifying and describing the Collateral, and such o1her reports tn connection with the Collateral, as the Lende; may from time to time reasonably request, lncl.udlng an updated llst of any motor vehicles or other "serlal number" goods owned by the Borrower and classified as Equipment, Including vehlcle Identification numbers.

(f) Amalgamation, Merger or Consolidation. The Borrower wlll not permit any Pledged Issuer to amalgamate, merge or consolidate unless all of the outstanding capllal stock of · the surviving or resultlng corporation pladgod hereunder Is, upon . such amalgamation, merger or consolldation, pledged hereunder and no cash, securities or other property Is distributed In respect of the outstanding shares of any other constituent corporation, except as permitted under the TC Guarantee or the Loan Agreement.

(g} Instruments: Documents of Title: Chattel Paper. Promptly upon request from time to time by the Lender, the Borrower will deliver to the Lender, endorsed and/or accompanied by such instruments of assignment and transfer In such form and substance as the Lender may reasonably request, any ana all Instruments, Documents of Tltle and Chattel Paper Included In or relating to the Collateral as the Lender may specify In Its request.

(h) Pledged Certificated Securities. The. Borrower will deliver to the Lender any and all Pledged Security Certificates and other materials as may be required ·from time to time to provide the Lender with control over all Pledged Certificated Securities In the manner provided under Section 23 of the STA At the request of the Lender, upon tan days prior written nolice to the Borrower, the Borrower wlll cause all Pledged Security Certificates to be registered In the name of the Lender or Its nominee, If any Securities held by the Borrower are now or at any time become Certificated Securities, to the extent such Securities are required to be pledged hereunder pursuant to the terms of the Loan Agreainent, such Certificated Securities wlll be Pledged Certificated Securities and the Borrower will, at the request and option of the Lender: (I) deliver such Certificated Securities together with stock transfer powers executed In blank to the Lender; or (II) otherwise grant control over such Securities to the Lender, In each case, as securlly for the Secured Obllgations.

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I I {i) Pledged Uncertificated Securities, The Borrower will deliver to the

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Lender any and all such documents, agreements and other materials as may be required from time to time to provide the I Lender with conf rol over all Pledged Un certificated Securities in the manner provided under Section 24 of the ST A. If any Securities of

I the Borrower now o,r at any time become Uncertiflcated Securities reglst0red In. the name of the Borrower, to the extent such Securities are required to be pledged hereunder pursuant to the

I terms of this Agreement, such Uncertlflcated Securities will be Pledged Uncertlfl¢ated Securities and the Borrower wlll, at the request and option of the Lender, upon tan days prior written notice

I to the Borrower: (I) cause the Issuer of such Securities to register the Lender (or someone on its behalf, other than a SeourlUes Intermediary) as the· registered owner of such Securities; or (ii)

I otherwise oausa the Lender to have control over-such SecuriUes, In each ease, as security for the Secured Obllgatlons. Without limiting the foregoing, the Borrower wlll enter Into any Control Agreement In respect of any Securities that are Uncertificated Securities, as the

I Lender may .reasonably request, In form and substance satisfactory to the Lender.

1 ·. 0) Pledged Securitl~s Accounts and Pledged Securil!t'. Entltl~ments. ... The Borrower will deliver to the Lender any and all such

documents, agreements and other materials as may be required

I from time to time to provide the Lender with control over all Pledged Security Accounts and Pledged Security Entitlements In the manner provided under Section 25 or 26 of the STA, If the Borrower now

I has or at any time acquires any Securities Acootmts or Security Entitlements, suoh Securities Accounts will be Pledged Security Accounts and such Security Entitlements wlll be Pledged Security Entitlements, as applicable, and the Borrower will, at the request

I and option of the Lender: (I) take all necessary action to ensure that the Lender becomes lhe Entitlement Holder of such Securities Account or Securities Entitlement,. as appllcable; or (II) enter Into a . .

I Control Agreement In respect of such Securities Account or Securities Entltlement, as applicable, In form and substance satisfactory to the Lender, The Borrower will, at any time

I immedialely upon the request of the Lender, direct the Sacurllles Intermediary for any Collateral consisting of Pledged Securities Accounts or Pledged Security Entitlements to transfer any or all of

I the Fln~nclal Assets to which such Pledged Securities Accounts or Pledged Security Entitlement relate to a Seourilles Account specified by the Lender.

I (k) Pledged Futuces Contract~. The Borrower wlll deliver to the Lender ! any and an such documents, agreements and other materlals as 1.

may be required from lime to time to provide the Lender with l I

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control over ~II Pledged Futures Contracts In the manner provided under subsection imp of the PPSA. If the Borrower now has or at any time acquires an lriterest In a Futures Contract, such Futures Contract will be a Pledged Futures Contrac1 and the Borrower wlll, at the request and option of the Lender, take all necessary action to ensure that the Lender acquires control over such Futures Contract.

(I) Acguisitlon of Instruments. Securities and 'Investment Property. Without llmltlng the foregoing, If 'the Borrower acquires any Instruments, Securities or other Investment Property the Borrower will notify the Lender In writing and provide the Lender with a revised Schedule A annexed to this Agreement recording the acquisition and particulars of such Instruments, Securities and other Investment Property within 15 days after such acquisition and such Instruments, Securities and Investment Property.

(m) Partnerships. Limited Llablllty Companie§. The Borrower will ensure that the terms of any Interest In a partnership or limited llablllly company that Is Collateral will expressly provide that such Interest ls-a 11securlty11 for the purposes of the STA.

(n) Transfer Restrictions. If the Organizational Documents of any Pledged Issuer (other than a ULC} restrict the transfer of the Securities of such Pledged lssue1·, then the Borrower wlll deliver to the Lender a certified copy of a resolution of the directors, shareholders, unitholders or partners of such Pledged lsst10r1 as appllcable, consenting to the transfar(s) contempl~ted by this Agreement, Including any prospective transfer of the Collateral by the Lender upon a realization on the Security Interest.

(o) Noil~. The Borrower will advise the Lender promptly, in reasonable detail, of any:

(I) change to a Pledged Securities Intermediary's Jurisdiction, Pledged Issuer's Jurisdiction, or Pledged Future Intermediary's Jurisdiction;

(II) change in the location of jurisdiction of Incorporation, or amalgamatlon, chief executive office or domicile of the Borrower;

(iii) change In the name of the Borrower;

(Iv) merger, consolidation or amalgamation of the Borrower with any other Person;

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(v) additlonal jurisdiction In which the Borrower carries on business or has tangible Personal Property;

(vi) additional Jurisdiction in which material account debtors of the Borrower are located;

(vii) acquisition of any right, title or Interest In real property by the Borrower;

(viii) acquisition of any Intellectual Property or Intellectual Property Rights which are the subject of a registration or application with any Governmental Authority or. other governing body or registry, or which are material to the Borrower's business;

(Ix) acquisition of. any Instrument, Document of Tltle or Chattel Paper;

(x) creation or acquisition of any Subsidiary of the Borrower;

(xi) acquisition of by the Borrower of any ULC Shares;

(xii) Lien (other than Permitted Liens) on, or . claim asserted against, any of the Collateral; or ·

(xiii) occurrence of any event, claim or occurrence that could reasonably be expected 1o have a material adverse effect on the value of tha Collateral or on the Security Interest.

The Borrower wlll not effect or permit any of the changes referred to In clauses (ii) Through (xiii) above unless all flllngs have been made and all other actions taken that are required In order for the Lender to continue at all times following such change to have a valid and perfected first priority Security Interest in respect of all of the Collateral, subject to Permitted Liens.

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11. Voting Rights. Unless an Event of Default has occurred and Is continuing, the Borrower will be entitled to exercise all voting power from time to time · exercisable In respect of the Pledged Securities and Pledged Security Entitlements and give consents, waivers and ratifications In respect thereof; provided, however, that no vote will be cast or consent, waiver or ratification given or action taken which would be, or would have a reasonably llkellhood of being, prejudicial to the interests of the lender or which would have the effect of reducing the value of tha Collateral as

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security for the Secured Obligations or Imposing any restriction on the transferability of any of the Collateral. Unless an Event of Default has occurred and Is continuing the Lender ·shall, from time to time at the

. request and expense of the Borrower, execute or cause to be executed, In respect of all Pledged Securities that are registered In the name of the Lender or Its nominee, valld proxies appointing the Borrower as Its (or !ls nominee's} proxy to attend, vote and act for and on behalf of the Lender or such nominee, as the case may be, at anY. and all meetings of the applicable Pledged Issuer's shareholders or debt holders, all Pledged Securities that are registered In the na111e of the Lender or such nominee, as the case may be, and to execute and deliver, consent to or approve or disapprove of or withhold consent to any resolutions In writing of shareholders or debt holders of the applicable Pledged Issuer for and on behalf of the Lender or such nominee, as the case may be. Immediately upon the occurrence and during the continuance of any Event of Default. all such rights o1 the Borrower to vote and give consents, waivers and ratifications wlll cease and the Lender or its nominee will be entitled to exercise an such voting rights and to give all such consents, waivers and ratifications.

12. Dividends: Interest; Unless an Event of Default has occurred and Is continuing, the Borrower will be entitled to receive any and all cash dividends, Interest, principal payments and other forms of cash distribution on the Pledged Securities or Pledged Security Entitlements which it Is otherwise entitled to receive, but any and all stock and/or llquldatlng dividends, dlstrlbutlons of property. returns .of capital or other distributions made on or In respect of the Pledged Securities or Pledged Security Entitlements, whether resulting from a subdivision, combination or reclassification of the outstanding capita! stock of any Pledged Issuer or received In exchange for the Pledged Securities, Pledged Security Entitlements or any part thereof or as a result of any amalgamation. merger, consolldatlon. acquisition or other exchange of property to which any Pledged Issuer may be a party or otherwise, and any and all cash and other property received In exchange for any Pledged Securities or Pledged Security Entitlements will be and become part of the. ·collateral subject to· the Security Interest and, If received by the Borrower, wlll forthwith be delivered to the· Lender or Its nominee (accompanied, If appropriate, by proper Instruments of assignment and/or stock powers of attorney executed by the Borrower In blank in accordance with tha Lender's Instructions) to be held subject to the terms of this Agreement; and if any of the Pledged Security Certificates have been registered In f he name of the Lender or Its nominee. the Lender will execute and deliver (or cause to be executed and delivered) to the Borrower all such dividend orders and other Instruments as ·the Borrower may request for the purpose of enabling the Borrower .to receive the dividends, distributions or other payments which the Borrower Is authorized to receive and retain pursuant to this Section, If an Event of Default has occurred and Is continuing and

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upon 10 days prior wrilten notice to the Borrower (such notice period to run concurrently with, and not in addition to, any other notice period prescribed by applicable law), all rights of the Borrower purs~iant to this Section wlll cease and the Lender wlll have the sole and exclusive right and authority to receive and retain the cash dividends, Interest, principal payments and other forms of cash distribution which the Borrower would otherwise be authorized to retain pursuant to this Section, Any n:ioney and other property paid over to or received by the Lender pursuant to the

' provisions of this Section wlll be retained by the Lender as additional Collateral hereunder and be applied In accordance with the provisions of this Agreement, Any money or other prope11y received by the Borrower contrary to this Section or any other moneys or property received by the Borrower after the Security Interest is enforceable will be received as trustee of the Lender and shall be Immediately paid over to the Lender.

13. Rights on Event of Default: If an Event of Default has occurred and Is continuing, then and In every such case the Seourlty Interest shall become enforceable ar:id the Lender, In addition to any rights now or hereafter existing under applicable Law may, personally or by agent, at such time or times as the Lender In Its dlscretlo11 may determine, do any one or more of the following:

{a)

(b)

(c)

(d)

(e)

Rights under PP§A; etc. Exercise all of the rights and remedies granted to secured parties under the PPSA and any other applicable statute, or otherwise available to the Lender by contract. at law or In equity.

Disclosure ot Collateral. Require the Borrower, ·by notice In writing, to disclose to the Lender the location or locations of the Collateral and the Borrower agrees to promptly make such disclosure when so required.

Demand Pps§esslon. Demand ·possession of any o,r all of the Collateral, In which event the Borrower will, at the expense of the Borrower, Immediately cause the Collateral designated by the Lender to be assembled and made available and/or delivered to the Lender at any place designated by the Lender, ·

Take Possession. Enter on any premises where any Collateral Is located and take possession of, disable or remove such Collateral •

. Alterations to Collateral. Repair. process, modlf y, complete or othe1wlse deal with the Collateral and prepare for the disposition of the Collat~ral, whether on the premises of the Borrower or otherwise.

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{f) prior Securit~ Interest. Redeem any prior security interest against I any Collateral, procure the transfer of such security Interest to Itself. or settle and pass the accounts of the prior mortgagee,. charge or encumbrancer (any accounts to be· conclusive and binding on the Borrower).

(g) Deal with Collateral. Hold, store and keep Idle, or operate, lease or otherwise use or permit the use of, any or all of the Collateral for such time and on such terms as the Len~er may determine. and demand, colleot and retain all earnings and other sums due or to I become due from any Person In respect of any of the Collateral. ·

(h) Carrv on Business. Carry on, or oonour In the carrying on of, any or

I all of the business or undertaking of the Borrower and, to the exclusion of all others Including the Borrower, enter on, occupy and use any of the premises, bulldlnga, · plant and undertaking of, or

I occupied or used byJ the Borrower as the Lender sees flt, free of charge, and the Lender Is not liable to the Borrower for any act, omission or negligence In so doing or for any rent, charges, depreciation or damages Incurred In connection with or res~lllng I from such action.

(I) Enforce Collateral. Seize, collect, receive, enforce or otherwise deal

I with any Collateral In such manner, on such· terms and conditions and at suoh times as the Lender deems advisable.

0) Dispose of Collatera{. Realize on any or all of the Collateral and sell, lease, assign, give options to purchase, or otherwise dispose I of and deliver any or all of the Collateral {or contract to do any of the above), in one or more parcels at any public or private sale, at I any exchange, broker's board or office of the Lerider or elsewhere, with ·or without advertising or other formality, except ~s required by applloable Law, on such terms and conditions as the .Lender may

I deem advisable and at such prices as It may deem best, for cash or on credit or for future delivery.

(k) Coyrt.:A~~roveg DJsgosltloo Qf Coll§teral. Obtain rrom any court of .I competent jurisdiction an order for the sale or foreclosure of any or all of the Collateral.

(I) Proceedings. Commence, continue or defend any judicial or I administrative proceedings for tpe purpose of protecting, seizing, collectlng, realizing or obtaining possession or payment of the

I Collateral, and give good and valid receipts and discharges In respect of the Collateral and compromise or give time for the payment or performance of all or any part of the Accounts or any

I other ob!igation of any third party to the Borrower .

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I (m) Proofs of Claim. File proofs or claim and other documenls to establish clalms to the Collateral In any proceeding relating lo the

i Borrower. ;

I I (n) purchase by Lender. At any publlo sale, and to the extent permitted I

I by applicable Law on any private sale, bid for and purchase any or I all of the Collateral offered for sale and, upon compliance with the I

terms of such sale, hold, retain, sell or otherwise dispose of such Collateral without any further accountabilily to the Borrower or any

I other Person with respeot to such holding, retention, sale or other disposition, except as required by applicable Law, In any such sale to the Lender, the Lender may, for the purpose of making payment

I for all or any part of the Collateral so purchased, use any clalm for any or all of the Secured Obllgatlons then dua and payable to It as a credit against the purchase price.

I (0) Collect Proceeds. Collect any Proceeds arising In respect of the Collateral.

I (p) Collect Accounts. Notify (whether In Its own name or In the name of the Borrower) the account debtors under any Accounts of the Borrower of the assignment of such Accounts to the Lender and

I direct such account debtors to make payment of all amounts due or to become due to the Borrower In respect of such Accounts dlrecUy to ihe Lender and, upon such notification and at the expense of tha

I Borrower, enforce collection of any such .Accounts, and adjust, seltl!3 or compromise the amount or payment of such Accounts, In such manner and to suoh extent as the Lender deems appropriate In the clroumstanoes.

I (q) Securities. Instruments gil)g Investment proper!~. Exercise and enforce all rights and remedies of a holder of the Securities and

I Instruments and other Investment Property as if the Lender were the absolute owner thereof (including, If necessary, causing the · Collateral to be registered in the name of the Lender or Its

I nominee).

(r) Transfer of Collateral. Instruct or order any Securities Intermediary

I , which has entered into a Control Agreement with the Lender In

respect of a Securities Account or Security E:ntltlement to transfer all Financial Assets held by such Securities Intermediary to an account maintained with, by or on behalf of the Lender.

I (s) Application of Proceed~. Apply any Money constituting Collateral or Proceeds thereof in accordance with ~ectlon 20.

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{t) Voung: Vote any or all of the Pledged Securities (whether or not I transferred to the Borrower or its nominee) and Pledged Security Entitlements and give or wlthhold all consents, waivers and ratifications In respect thereof and otherwise act with respect thereto as though It were the outright owner thereof.

(u) Exercise of Rights. Exercise all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to any of the Collateral, lncludlng the right td exchange at Its discretion any of the Collateral upon the amalgamatlon, arrangement, merger, consolidation or other reorganizaUon of the Issuer of the Collateral, ·all without llablllly except to account for property .actually received by the Lender.

{v) Dealing with Contracts and Permits. Deal with any and all Contracts and Permits to the same extent as the Borrower might (lnoludlng the enforcement. reallzatlon, sale, assignment, transfer and requirement for continued performance), all on such terms and conditions and at such time or times as may seem advisable to the Lender.

(w) Intellectual Prope11~. License or sublicense, whether on _an exclusive or non exclusive basis, any Intellectual Property for such

I term and on such conditions and In suoh manner as the Lender In Its sole judgement determines (taking into account such pl'ovlslons as may be necessary to protect and preserve such Intellectual

I Property.

(X) Payment of Liabilities. Pay any llabillly secured by any Lien against any Collateral, The Borrower will immediately on demand I reimburse the Lender for all such payments and, until paid, any such reimbursement obllgatlon shall form part of the Secured Obligations and shall be secured by the Security Interest.

I {y) . Borrow and Grant Lien§. Borrow money for the maintenance, preservation or protection of any Collateral or for carrying on any of

I the business or undertaking of the Borrower and grant Liens on any Collateral in priority to 1he Security Interest or otherwise) as security for the money so borrowed, The Borrower will lmmedlately on demand reimburse the Lender for all such borrowings and, until I paid, any such reimbursement obligatlons $hall form part of the. Secured Obllgatlons and shall be secured by the Security Interest.

(z) f.ppoint Receiver. Appoint by Instrument In writing one or more I Receivers of the .Borrower or any or all of the Collateral with such rights, powers and authorlly (includlng any or all of the rights,

I powers and authority of the Lender under this Agreement) as may

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be provided for in the Instrument of appointment or any supplemental Instrument, and remove and replace any such Receiver from time to time. To tha extent permitted by applicable Law, any Receiver appointed by the Lender will (for purposes relating to responsibility for the Receiver's acts or omissions) be considered to be the agent of the Borrower and not of the Lender.

(aa) Court-Appointed Receiver. Obtain from any court of competent jurisdiction an order for · the appointment of a Receiver of the Borrower or of any or all of Iha Collatera!.

· (bb) Consultant~. Require the Borrower to engage a consultant of the Lender's choice, or engage a consultant on Us own behalf, such consultant to receive the full cooperation and support of the Borrower and. Its agents and employees, lncludlng unrestricted access to the premises of the Borrower and the Books and Records; all reasonable and documented fees and expenses of such consultant shall be for the account of the Borrower and the Borrower hereby authorizes any such consultant to report directly to the Lender and to dlsclose to the Lender any and all Information obtained In the course of such consultant's employment.

The Lender may exercise any or all of the foregoing rights and remedies without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except as required by applicable Law} lo or on the Borrower' or any other Person, and the Borrower hereby waives each such demand, presentment, protest, advertisement and notice to the extent permllled by applicable Law, None of the above rights or remedies will be exclusive of c:ir dependent on or merge In any other right or remedy, and one or more of such rights and remedies may be exercised Independently or in combination from time to time and are In addition to, and not In substllutlon for, any other rights of the Lender. however arising or created, The Lender Is not bound to exercise any right or remedy and the exercise of rights and remedies is without prejudice to the rights of the Lender in respect of the Secured Obllgatlons Including the right to claim for any deficiency, The Borrower acknowledges and agrees that any action take[I by the Lender hereunder following the occurrence and during the continuance of an Event of Default shall not be rendered Invalid or Ineffective as a result of the curing of th~ Event of Default on which such action was based,

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14. Realization Standards: To the extent that applicable Law imposes duties on the Lender to exercise remedies In a commercially reasonable manner and wllhout prejudice to the ability of the Lender to dispose of the Collateral in any such manner, the Borrower acknowledges and agrees to the extent permitted by appllc~ble Law that It Is not commerclally unrea$onable for the Lender to (or not to):

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(a) Incur expenses reasonably deemed significant by the Lender to ll prepare the Collateral for disposition or otheiwlse to complete raw material or work In process Into finished goods or other finished products for disposition; I fail to obtain third party consents for access 'to the Collateral to be (b) disposed of; ti \

(c) fail to exercise collectlon remedies against account debtors or other Persons obligated on the Collateral or to remove Liens against the

I .Collateral;

(d) exercise collectlon remedies against account debtors and o1her I Persons o~llgated on Iha Collateral directly or through the use ·of I .

colleotion agencies and other collection speclaltsts;

(e) dispose of Collateral by way of public auction, public tender or private contract, with or without advertising and without any qther formality;

(f) contact other Persons, whether or not in the same business of the . Borrower, for expressions of Interest In acquiring all or any portion of the Collateral:

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hire one or more professional auctioneers to assist In the (g) disposition of the Collateral, whether or not the Collateral Is of a specialized nature or an upset or reserv~ bid or price Is established;

I (h) dispose of the Collateral by utlllzlng Internet sites that provide for the auction of assets of the types Included In the Collateral or that have the reasonable capacity of doing so, or that matcli buyers and I sellers of assets;

(I) dispose of assets In wholesale rather than retail markets;

I 0) disclaim disposition warranties, such as titre, possession or quiet enjoyment;

I (k) purchase Insurance or credit enhancements to insure the Lender against risks of loss, collection or disposition of the Collateral or to provide to the Lender· a guaranteed return from the collection or I disposition of the Collatera.I;

(I) the extent deemed appropriate by the Lender, to obtain the

I services of other brokers, Investment bankers, consultants and other professionals to assist the ·Lender In tho collection or dlsposltlon of any of the Collateral;

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(m) dispose of Collateral in whole or in part; i I

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I (n) to dispose of Collateral to a ct1stomer of the Lander; and

(o) establish an upset or rese1ve bid price In respeot of Collateral.

I 15. Standards of Sale: Without prejudice to the ab11ity of the Lender to dispose of the Collateral In any manner which Is commerclally reasonable, the Borrower acknowledges to the .extent permitted by applloable Law that:

I (a) the Collateral may be disposed of in whole or In part;

I (b) the Collateral may be dl~posed of by publlo auction, public tender

or private contract, with or without advertising and without any other formality;

I (c) any assignee of such Collateral may be the Lender or a customer of any suoh Person;

I (d) any sale conducted by the Lender will be at such time and place,

on such notice and In accordance with such procedures as the Lender, In Its sole discretion, may deem advantageous;

I (e) the Collateral may be disposed of In any manner and on any terms necessary to avoid violation of applicable Law (including compliance with such procedures as may restrict the number of

I prospective bidders and purchasers, require that the prospective bidders and purchasers have certain qualifications, and restrict the prospective bidders and purchasers to Persons who wlll represent

I and agree that they are purchasing for their own account for Investment and not with a view to the distribution or resale of Collateral) or In order to obtain any required approval of the

I disposition (or the resulting purchase) by any Governmental Authority or government official;

(f) a disposition of the Collateral may be on such terms and conditions

I as to credit or otherwise as the Lender,_ In Its sole discretion, may deem advantageous; and

I (g) the Lander may establish an upset or reserve bid or price In respect

of the Collateral.

I 16. Receiver's Powers:

(1) Any Receiver appointed by the Lender Is vested with the rights and remedies which could have been exercised by the Lender In respect of the

I Borrower or the Collateral and such other powers and discretions as are granted in the instrument of appointment and any supplemental

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instruments. The identity of the Receiver, ils replacement' and Its remuneration are within the sole and unfettered discretion of the Lender.

Any Receiver appointed by the Lender will act as agent for. the Lend~r for the purposes of taking possession of the Collateral, but otherwise a11d for all other purposes (except provided below), as agent for the Borrowert The ReceiVer may sell, lease or otherwise dispose of Collateral as agent for the Borrower or as agent for the Lender as the Lender may determine, The Borrower agrees to ratify and confirm all ' lawful actions of the Receiver acting as agent for the Borrower, and to release and Indemnify the Receiver In respect of all suoh actions.

(3) The Lender, In appointing or refraining from appointing any Receiver, does not Incur llablllly to the Receiver, the Borrower or otherwise and Is not responsible for any misconduct or negligence of such Receiver.

17. Dealings with Third Parties:

(1) No Person dealing with the Lender or an agent or Receiver Is required to determine: (I) whether the Security Interest. has become enforceable; (II) whether the powers which such Person Is purporting to exerolse have become exer.clsable; (Ill) whether any money remains due to the Lender by the Borrower; {Iv) the necessity or expediency of the stipulations or conditions subject to which any sale or lease Is made; (v) the propriety or regularity of any sale or other deallng by the Lender with the Collateral; or {vi) how any money paid to the Lender been applfed.

(2) Any bona fide purchaser of all or any part of the Collateral from the Lender or any Receiver or agent will hold the Collata'ral absolutely, free from any clalm or right of whatever kind, including any equity of redemption, of the Borrower, which it speolflcally waives (to the fullest extent permitted by Law) as against any suoh purchaser together with all rights of redemption, stay or appraisal which the Borrower has or may have tinder any rule of law or statute now existing. or hereinafter adopted.

18. Securities Laws: The Lender Is authorized, In connection with any offer or sale of any Pledged Securities or Pledged Security Entitlements, to comply with any limllatlon or restriction as it may be advised by counsel is necessary to comply with appllca~le Law, Including compliance with procedures that may restrict Iha number of prospective bidders and purchasers, requiring that prospective bidders and purchasers have certain qualificatlons, and restricting prospective bidders and purohasers to Persons who will represent and agree that they are purchasing for their own account or Investment and not with a view to the dlstribulion or resale .of such Securities, In addition to and. without limiting Section 14, lhe Borrower further agrees that compliance with any such limitation or restriction wlll not result in a sale being considered or deemed not to have

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been made In a commercially reasonable manner, and the Lender will not be liable or accountable to the Borrower for any discount allowed by reason of the fact that such Pledged Securities or Pledged Security Entitlements are sold In compliance with any such limitation or restriction. If the Lender chooses to exercise. Its right to sell any or all Pledged Securities or Pledged Security Entitlements, upon written request, the Borrower will cause each applicable Pledged Issuer to furnish to the Lender all such Information as the Lender may reques( in . order to determine the number of shares and other Instruments included In the Collateral which may be sold by the Lender In exempt transactions under any Laws governing securities', and the rules and regulations of any applicable securities regulatory body hereunder, as the same are from time to time in effect.

ULC Shares: The Borrower acknowledges that certain of the Collateral . may now or in 1he future consist of ULC Shares, and that it Is the intention

of Lender ~nd the Borrower that the Lender should not under any circumstances prior to realization thereon be held to be a 11member" or a "shareholder11

, as appllcabla, of a ULC for the purposes of any ULC . Laws, Therafore, notwithstanding any provisions to the contrary contained In this Agreement, or other loan documents, where the Borrower Is the registered owner of ULC Shares which are Collateral, the· Borrower will remain the sole r.egistered owner of such ULC Shares until such time as such ULC Shares are effectively transferred Into 1he name of the Lender or any other Person on the books and records of the applicable ULC, Accordingly, the Borrower shall ba entitled to receive and retain for its own account any dividend on or other distribution, If any, In respect of such ULC Shares (except for any dividend or distribution comprised of Pledged Security Certificates, which shall be delivered to the Lender to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as the Borrower would If such ULC Shares were not pledged to the Lender pursuant hereto. Nothing In this Agreement, or other loan documents Is intended to, and nothing In this Agreement, or other loan documents shall, constitute the Lender or any Person other than the Borrower, a member or shareholder of a ULC for the purposes of any ULC Laws (whether fisted or unlisted, registered 01· beneficial), until such time as notice Is given to the Borrower and further steps are taken pursuant hereto or thereto so as lo register the Lender or such other Person, as specified In such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Lender as a member or a shareholder, as appllcable, of any ULC prior to such time, such provision shall be severed herefrom and shall be Ineffective with respect to ULC Shares which are Collateral without otherwise lnvalldatlng or rendering unenforceable this Agreement or invalldatlng or rendering unenforceable such provision lnsof ar as It relates to Collateral which Is not ULC Shares. Except upon the exercise of rights

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of the Lender to sell, transfer or otheiwlse dispose of ULC Shares in accordance with this Agreement. the Borrower shall not cause or' permit, or enable a Ple.dged Issuer that is E) ULC to cause or permit, the Lender to: (a) be registered as a shareholder or member of such Pledged Issuer; (b) have any notation entered In 1helr favour In the share register. of such Pledged Issuer; (e) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or Indirectly, any dividends, properly or other distributions from suoh Pledged Issuer by reason of the Lender holding the Security Interest over the ULC Shares; or (e) act as a shareholder of such Pledged. Issuer, or exercise any rights of a shareholder Including the right to attend a ineetlng of shareholders of such Pledged Issuer or to vote Its ULC Shares,

20. Application of proceeds: All Proceeds of Collateral received by the Lender or a Receiver may be applied to discharge or satisfy any expenses (Including the Receiver's remuneration an~ other expenses of enforcing the Lender's rights under this Agreement), Llans on the Collateral In favour of Persons other than the Lender, borrowings, Taxes and other outgoings affecting the Collateral or which are considered advisable by the Lender or the Receiver to protect. preserve, repair, process, maintain or enhance lhe Collateral or prepare It for sale, lease or. other disposition, or to keep In good standing any Liens on the Collateral ranking in priority to the Security Interest. or to sell. lease or otheiwlse dispose of the Collateral. The balance of such Proceeds may, at the sole discretion of the Lender, be held as collateral security for the Secured Obllgatlons or be applied to such of the Secured Obllgatlons (whether or not the same are due and payable) In such manner and at such times as the Lendel' considers appropriate and thereafter will be accounted for as required by Law.

21. Continuing Llablllt~ of Borrower: Subject to applicable Law, the Borrower will remain liable for any Seoured Obligations that are outstanding following realization of all or any part of the Collateral and the application of the Proceeds thereof.

22. Lender's Appointment as Attorney-In-Fact: Effective upon the occurrence and during the continuance of an Event of Default, the Borrower constitutes and appoints the Lender and any officer or agent of the Lender, with rull power of substitution. as the Borrower's true and lawful attorney-lnwfact with fun power and authority In the place of the Borrower and In tha name of the Borrower or in its own name, from time to time in the Lender's discretion. to take any and all appropriate action and to execute any and all documents and Instruments as, hf the opinion of such attorney, may be necessary or desirable to accomplish the purposes of this Agreement and to exercise any of the Borrower's right (Including the right of disposal), title and Interest In and to the Collateral Including the

· execution, endorsement, delivery and transfer of the Collateral to the Lender, its nominees or transferees, and the Lender and Its nominees or

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transferees are hereby empowered to exercise all rights and powers and to perform all acts of ownership with respect to the Collateral to the same extent as the Borrower might do. Without limiting the effect of this Section, upon the occurrence and continuance of an Event of Default the Borrower grants the Lender an Irrevocable proxy to vote the Pledged Securities and Pledged Security Entitlements and to exercise all other rights, powers, privileges and remedies to which a holder thereof would be ehtltled (including giving or withholding written consents of shareholders, calllng 'special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any further action (including any transfer of any Pledged Securities or Pledged Security Entitlements on the books and records of a Pledged Issuer or Pledged Securities Intermediary, as appllcable). These powers of attorney are coupled with an Interest and are Irrevocable untll the ~elease Date. Nothing In this Section affects the right of the Lender as secured party or any other Person on the Lender's behalf, to sign and file or deliver (as applicable) all. such financing statements, financing change statements, notices, verification statements and other documents relating to the Collateral and this Agreement as the Lender or sttch other Person considers appropriate. The Borrower hereby ratifies and confirms, and agrees to ratify and confirm, whatever lawful acts the Lender or any of th'e Lender's sub-agents, nominees or attorneys do or purport to do In exercise of the power of attorney granted to the Lender pursuant to this Section. These powers of attorney extend to and are binding upon the Borrower's successors and permitted assigns. The Borrower authorizes the Lender to delegate In writing to another Person any power and authority of the Lender under these powers of attorney as may be necessary or desirable In the opinion of the Lender, and to revoke and suspend such delegation.

23. Performaoce bY. lender of Borrower's Obllgatlons: If the Borrower falls to perform or comply with any of the obllgatlons of the Borrower under this Agreement, the Lender may, but need not, perform or otherwise cause the performance or compliance of such obllgatlon, provided that such performance or compliance wlll not constitute a waiver, remedy or satisfaction of such failure, The reasonable and documented expenses of the Lender Incurred. In connection with any suoh performance or compliance will ~e payable by the Borrower to the Lender Immediately on demand, and until paid, any such expenses will form part of the Secured ' Obligations and wlll be secured by the Security Interest.

24. Interest: If any amount payable by the Borrower to the Lender under this Agreement Is not paid when due, such amount shall bear Interest from the date of demand by the Lender to the Borrower at the highest rate of Interest per annum that Is applicable to any part of the Secured Obligations (but, for greater certainty, without duplication of Interest Included In the Secured Obligations) as provided and calculated In

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accordance with the relevant loan documents and such Interest shall accrue from and including the date of demand but excluding the date of payment thereof by the Borrower. All amounts payable by the Borrower to the Lender under this Agreement, and all Interest on all such amounts will form part of the Secured Obligations and will be secured by the Security Interest,

25. Sevarablll~: If any term, covenant, obllgation or agreement contained In this Agreement, or the application of any such tehn, covenant, obllgatlon or agreement to any Person or circumstance, shall, to any extent, be determined by a col1rt of competent jurisdiction to be 11legal1 Invalid or unenforceable, the remainder of this Agreement or the application of such term, covenant, obligation or agreement to Persons or circumstances other than those as to which It Is held Illegal, Invalid or unenforceable, shall not be affected by such, Illegality, Invalidity or unenforceablllty and each term, covenant, obligation or agreement contained in this Agreement shall be separately valld and enforceable to the fullest extent permitted by applicable Law.

26. Rights of Lender: Limitations on .Leader's Obllgatlons:

(a) Limitations on Lender's Llablllt~. The Lender will not be llabl(}.,to the Borrower or any other Parson for any fallure or delay In exercising any of the rights of the Borrower under this Agreement (Including any failure to take po~sesslon of, collect, sell, lease or otheiwlse dispose of any Collateral, or to preserve rights against prior parties), Neither the Lender, a Receiver nor any agent .of the Lender Is required to tal<e, or will have any llabllity for any failure to take ·or delay in taking, any steps necessary or advisable to preserve rights against other Persons under any Collateral In Its possession. Neither the Lender, any Receiver nor any agent of the Lender will be liable tor any, and the Borrower wlll bear the full risk of all, loss or damage to any and all of the Collateral (Including any Collateral In the possession of the Lender, any Receiver or any agent of the Lender) caused for any reason other than the gross negligence or wilful misconduct of 1he Lender, such Receiver or such agent of the Lend~r.

(b) · Borrower Remains Liable. under Accounts and Contract§. Notwithstanding any provision of this Agreement, the Borrower will remain liable under each of the documents giving rise to the Accounts of the Borrower and under each of the Contracts to observe and perform all the condltlon·s and obligations to be observed and performed by the Borrower thereunder, all in accordance with the terms of each such document and Contract. The Lender will have no obligation or liability unqer any Account of the Borrower (or any document giving rise thereto) or ~ontract by

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reason of or arising out of this Agreement or the receipt by the Lender of any payment relatlng to s'uch Account or Contract pursl1ant hereto, and In particular (but without limitation), the Lender will not be obligated In any manner to perform any of the obligations of the Borrower under or pursuant to any Account (or any document giving rise thereto) or under or pursuant to· any Contract to make any payment, to make any Inquiry as to the nature or the sufficiency of any payment received by It or as lo the sufficiency of any performance by any pa1ty under any Acoount (or any document gJvlng rl$e thereto) or under any Contract, to present. or flle any claim, to take any action to enforoa any performance or to collect the payment of any amounts which may have been

. assigned to it or to which It may be entitled at any time.

Collections on Accounts and Contract§. The Borrower shall be authorized to, at any time that an Event of Default Is not continuing, collect Its Accounts and payments wider the Contracts In the

· normal course of the business of the Borrower and for the purpose of carrying on the same. If an Event of Default has occurred and Is continuing, any payments of Accounts or under 9ontracts, when collected by the Borrower, will be forthwith (and, in any event, within two Business Days) deposited by the Borrower In the exact form received, duly endorsed by the Borrower to Iha Lender ff required, In a special collateral account maintained by the Lender, and untll so deposited, will be held by the Borrower In trust for the Lender, segregated from the other funds of the Borrower. All such amounts while held by the Lender {or by the Borrower In trust for the Lender) and all Income In respect thereof wlll continua to be collateral security for the Secured Obllgatlons and wlll not constitute payment thereof until applied as hereinafter provided. If an Event of Default has occurred and Is continuing, the Lender may apply all or any part of the amounts on deposit In such spacial collateral account on account of the Secured Obligations In such order as the Lender may elect, At the lender's request, the Borrower will deliver to the Lender any doouments evidencing and relating to the agreements and transactions which gave rise to Its Accounts and the Contracts, Including all original orders, Invoices and shipping receipts.

(d) Analysis of Accounts. If an Event of Default has occurred and Is continuing, the Lender will have the right to analyze and verify the Accounts of the Borrower in any manner and through any medium that it reasonably considers advisable, and the Borrower wlll furnish all such assistance and Information as the Lander may require In connection therewith. If an Event of Default has occurred and is continuing, the Lender may In its own name or in tha name of others (Including, the Borrower} communicate with account debtors

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on the Accounts of the. Borrower and parties to the Contracts to verify with them to its satisfaction the existence, status, amount and terms of any Account or any Contract. If an Event of Default has occurred and Is continuing, upon the Lender's reasonable request and at fhe expense of tha Borrower, the Borrower wlll f urnlsh to the Lender reports showing reconciliations, aging and test verifications of, and trial balances for, Its Accounts.

(e) Use of Agents. The Lender may perform ahy of It$ rights or duties under this Agreement by or through agents and is entitled to retain counsel and to act In reliance on the advice of such counsel concerning all matters pertaining to Its rights and duties under ·this Agreement.

27. Communication: Any notice or comrnunicatlon to be given under this Agreement may be effectively given to each Credit Party or the· tender at Its registered address.

28. Release of Information: The Borrower authorizes the Lender to provide a copy of this Agreement and such other information as may be requested of the Lender: to the extent necessary to enforce the Lender's rlghts1

remedies and entitlements· under this Agreement; (ii) to any assignee or prospective assignee of all or any part of the Secured Obligations) and (Ill) as required by applicable Law.

29. Expenses .. Indemnity: Waiver:

(1) The Borrower shall pay to the Lender all Expenses.

(2) The Borl'ower shall indemnify the Lender against, and hold the Lender harmless from, any ·and all Expenses, losses) claims, cost recovery actions, damages and llabllltles of whatsoever nature or kind and all reasonable out~of-pooket expenses and all applicable Taxes to which the

. Lender may become subject arising out of or In connection with: (i) the execution or delivery of this Agreement and the performance by the Borrower of its obligations hereunder; (Ii) any actual claim, litigation, investigation or proceeding relating to this Agreement or the Secured Obligations, whether based on contract, tort or any other theo1y and regardless of 1f1hef her the Lender is a party thereto; (Ill) any other aspect of this Agreement; or (Iv) f he enforcement of the Lender's rights hereunder and any related Investigation, defence, preparation of defence, litigation and enquiries; provided that such Indemnity shall not, as to the Lender, be available to the extent that such losses, claims, damages, llabllltles or related expenses are determined by a court of competent jurisdiction by final and nonappealable ju~gment to have resulted from the gross negligence (ft being acknowledged that ordinary negllgence does not

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necessarily constitute gross negligence) or wilful misconduct of or material breach of this Agreement by the Lender.

The Borrower shall not asse1;. and hereby waives (to the fullest extent permitted by appllcable Law): (i) any claim against the Lender {or any director, officer or employee thereoQ, on any theory of llablllly, for speciali indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, In connection with, or as a result of, this

'Agreement; and (ii) all of the rights, benefits and protections given by any present or future statute that imposes !Imitations on the rights, powers or remedies of a secured party or on the methods of, or procedures for, realization of security, Including any "seize or sue11 or "anti~deflc[ency" statute or any slmllar provision of any other statute.

All amounts due under this Section shall be payable not later than three Business Days after wr1Ue~1 damand therefore.

The indemnifications set out in this Section will survive the Release Date and the release or extlnguishmant of ihe Security Interest for a period of 3 years.

Belease of Borrower: The Security Interest wlll not he discharged except by written release or discharge signed by the Lender. The Borrower will be entitled to require a discharge by notice to the Lender upon, but only upon the occurrence of the Release Date. Upon the written request of the Borrower given at any time on or after the Release Pate, the Lender shall, at the expense of the Borrower, release the Borrower and the Collateral from the Security Interest and such release shall serve to terminate any licence granted In this Agreement. Upon such release, and at the request and expense of the Borrower, the Lender shall execute and deliver to the Borrower such releases and discharges as the Borrower may reasonably request.

Additional Security: This Agreement Is In addition to, and not in substitution of, any and all other security previously or concurrently delivered by the Borrower or any other Person to the Lender, all of which other security shall remain In full force and effect.

32. Alteration or Waiver: None of the terms or provisions of th/s Agreement may be waived, amended1 supplemented or othe1wlse modified except by a written Instrument executed by the Lender. The Lender wlll not, by any act or delay, be deemed to have waived any right or remedy hereunder or to have acquiesced In any Event of Default or In any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay In exercising, on the part of the Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder will preclude any other or further

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exercise thereof or the exercise of any other right, power or privilege. Any consent or waiver given under this Agreement i$ effective only In the specific Instance and for the specific purpose for which given, A waiver by the Lender of any right or remedy hereunder on any one occasion wlll not be construed as a bar to any right or remedy which the Lender would otherwise have on any future occasion, Neither the taking of any judgment nor the exercise of any power of seizure or sale will extinguish the lfabfllty of the Borrower to pay the Secured Obllgatlons, nor will the same operate as a merger of any covenant contained in this Agreement or of any other liability, nor wlll the acceptance of any payment or other securily.conatltute or create any novation.

33. Amalgamation: Tlie Borrower acknowledges and agrees that In the event It amalgamates wllh any other corporation or corporations, It Is. the lntenflot) . of the parties that. the Security Interest: (I} extends to: (A) all of the property and undertaking that any of the amalgamating corporations then own; (B) all of the property and undertaking that the amalgamated corporation thereafter acquires; (C) all of the property and undertaking in which any of the amalgamating corporations then has any Interest; and (D) all of the property and undertaking In which the amalgamated corporation thereafter acquires an Interest; and (II)· secures the payment and performance of all debts, llabilltles and obligations, present or future, direct or Indirect, absolu_te or contingent, matured or uninatured, joint, several or joint and several, at any time or from time to· time due or accruing due and owing by or otherwise payable by each of the amalgamating corporations and the amalgamated corporate to the Lender In any ourrency, however or wherever lnourred, and whether Incurred alone or jointly with another or others and whether as principal, guarantor or surety and whether Incurred prior to, at the time of or· subsequent to the amalgamation, The ~ecurlty Interest attaches to the addltlonal collateral at the time of amalgamation and to any collateral thereafter owned or acquired by the amalgamated corporation when such becomes owned or Is acquired. Upon any such amalgamation, the defined term "Bol'rower" means, collectively, each of the amalgamating corporations and the amalgamated corporation, the defined term 11Colf ateral11 Includes all of the property and undertakll)g and Interests described in (I) above, and the defined term "Secured Obligations" includes the obligations described In (II) above.

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34. Governing La~: Attornment: The provisions of this Agreement shall be construed and Interpreted In accordance with the Jaws of the Province of Ontario and the federal laws of Canada applicable therein, unless otherwise specified therein, For the purpose of any legal actions or proceedings brought by the parties hereto In respeot of this Agreement, the Borrower hereby Irrevocably submits to the non-exclusive jurisdiction of any competent federal or provinclal court In the Province of Ontario and acknowledges their competence and the convenience and propriety of the

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venue· and agrees to be bound by any judgement thereof and not to seek,. and hereby waives1 any review of Its merits by the courts of any other jurisdiction, The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter hE\VS ~o the laying of the venue of any such proceeding brought In such a court and any claim that any suoh proceeding brought In such court h~s been brought in an Inconvenient forum1 The foregoing shall not prevent the

, Lender from suing in the courts of any country or place where the Collateral may be found.

35. Interpretation: The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall Include ihe oorrespondlng masculine, feminine and neuter forms. The words 11lnclude11

1 "Includes" and 11lncludlng11

shall be deemed to be fOllowed by the phrase "without limitation". The word "wllr' shall be construed to have the same meaning and effect as the word 'shall", The word "of' Is disjunctive; the word 11and 11 Is conjunctive, The word "shall" Is mandatory; the word 11may11 Is permissive. Unless the context requires otherwise (a) any definition of or reference to any agreement, Instrument or other document herein shall be construed as referring to such agreement, Instrument or other document as from time to time amended, supplemented or· otherwise modified (subjeqt to any restrictions on such amendments, supplements or modifications set out herein), (b) any reference herein to any statute or any seotlon thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re­enacted from time to time, (c) any reference herein to any Person shall be construed to Include such Person's successors and permitted assigns, (d) the words "herein", "hereof and 11hereunder11

, and words of similar Import shall be construed to refer to this Agreement In Its entirety and not to any particular provision hereof, and (e) all references herein to Sections and Schedules shall be construed lo refer to Sections and Schedules to, this Agreement, Section headings are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration In Interpreting, this Agreement, Any reference in this Agreement to a Permitted Lien Is not Intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Security Interest to any Poo~~~n. 1

36. Successors and-8§.rug~: This Agreement is binding on the Borrower and its successors and assigns and enures to the benefit of the Lender and Its successors and assigns, This Agreement may be assigned by the Lender without the consent of, or notice fo, the Borrower, to such Person as the Lender may determine and, In such event, such Person will be entitled to all of the rights and remedies of the Lender as set forth In this Agreement or otherwise. In any action brought by an assignee to ~nforce any such

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right or remedy, the Borrower will not assert against the assignee any claim or defence which the Borrower 'now has or may have against the

· Lender. The Borrower may not assign, transfer or delegate any of Its rights or obligations under this Agreement without the prior written consent of the Lender which may be unreasonably withheld.

37. · Acknowledgment of RecelptNl/aiver: The Borrower acknowledges receipt of an executed copy of this Agreement and, to the extent permitted by apptroabla Law, waives the right to receive a copy of any flnanolng statement or financing change statement registered In connection with this Agreement or any verification statement Issued In respect of any such financing statement or financing change statement.

38. Time: Time Is of the essence with respect to the terms and provisions of · tliis Agreement and the time for performance of the obligations of the Borrower under this Agreement Is to be strictly construed.

39. Electronic Signature: Delivery of an executed signature· page to this Agr~ement by the Bon"ower by facsimile or other electronic form of transmission shall be as effective as delivery by the Borrower of a manually executed copy of this Agreement by the Borrower.

IN WITNESS WHEREOF the undersigned has caused this Agreement to be duly executed as of the date first written above.

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SCHEDULE A

BORROWER INFORMATION

Full legal name: 'rhomns Cook Canada Inc.

Prior nnmes: Nil

Predecessor companlc.~: 2176563 Ontnl'io Inc., Ili'S Voyages Jue., 1779457 Ontnrlo Tue,, 'l'l'!west T1•nvol Holdings Ltd. and MyTrRvel AffiHates Inc.

Jul'isdicfion of incorporation 01• organizntLon: 011tnrio

A<l<lrcss of chief executive offtce:75 Eglinton Avenue Enst, Toronto, Onfnl'Jo> M4P 3A4

Addresses of 1111 plnces where business is cnl'l'led on or tangible Personnl Property Js kept: 75 Eglil\ton A\•enuo East, Toronto, OutnrJo, M4I1 3A4 1257 rno Guy, Moutt·cal, Quebec, H3H 2K5 nn<l 333 Seymour Stroot, Ste, 900, VanconYOl'> British Columbin, V6B56

Jurisdictions in which nil mnt"crial nccount debtol's nre locntccl: Ontario

Acldrcsscs of nJI owned real pro1>erty: Nil

A<l<lresscs of nll lcnsecl real 1>roi>erty: See attacbecl

Description ot nll "sct•fol mnnber11 goods (i.e. moto1• ''ehicles, fl'allot·s, ah-crnft, boa fa and ontbo1ml motol's fo1• boats): NU ·

Description of nll matcrhd Permits: See attacllecl

Snbsi<linl'les of the Borrower1 See nttachecl

Instt·uruenis, Documents of Tlflc 1mcl Chattel Pa1>er of the Borl'ower: Nil

· I>Ie<lgecl Cc1·flfic11tecl Socnl'itles:

% of :Issued nnd outstnndlng Secui'lty

Securities · Socurltics of , CcrtJficnte Pledged Issuer Owned Pledged Issuer Numb ors

Nil -

Secul'ity · Certificnto Location ·

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354

Pledged Secm•ltics Accounts: ..

Securities -Pledged Securities ·Pledged Securlties Account Intcrmedinl'y's Pledged Secm·Uy

Intcl'mccUary Number Jurlsdlction Eutitlumcuts

Nil

Pledged Unce\·tlf!cnted Securities:

. % of issued and outstnncll11g

Pledged Issucl''s Securities of Plcclgcd Plcdgccl lssner Jurisdiction Secm•Jtics Owned Issuer

Nil

Pledged Fufm·cs Accounts:

Futures Pledged Fuful'cs Pledged .Futures Account Intermedinryts

Intermeclini•y Number Jurisdiction Plcdgecl Futures Contrncts ...........,=

Nil

. Rcgisterecl h'n<le~mnrlls an<1 npplicntlous fo1• fl'acleinnrk reglstrntlons1

Counlry Trade-marl< Applloallon No. Appl/oal/on Reglstrnllon Roglstratlon Ucenced to Date No. Date or by

Borrower See allached (Y/N)I

Patellfs and pnteut np1>llcntions:

Country Tiiie Pttlenl No. App/ioalfon Date of Grent Ucenosd to Dale or by

> Borrower Soa attached lY/N)

Copyright registrations nnd appllcations for copyrJght registrations:

1 If tho onswcl' lo this or nny co1respo11dlng column is 11yes111 describe the pm·ticul11rs of ench such licence.

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Country Work Appl/oallon No. App/feat/on Reglstral/011 No. Da/9

NII

Iu<lustl'fol dosJgns/rcgistcrcd de.signs nn<l appllcafions for registerccl designs:

Country Design Appl/catlon No. Appfloat/011 Registration Issue Date . Dale No .

L/cenced to or by Borrow/Jr tY/N)

Lfcenced lo or by Borrower _(Y/N)

35r

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THIS IS EXHIBIT "P" TO THE AFFIDAVIT OF

FRANCESCO DEMARINIS SWORN BEFORE ME

THIS 26™ DAY OF MAY, 2015

~~~ ~tAlJfh611(b

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CHASE .... I" ·' Paymentech SELECT MERCHANT APPLICATION AND

AGREEMENT PARTIES AND SERVICES

TELEPHONE NUMBER'. ...

357

PAYMENT INSTRUMENT ACCEPTANCE REQUESTED (select a// that apply): 181Visa 181 lnterac 181 Visa Debit OMaestro 0 MasterCard Debit D American Express and JCB 181 American Express If applicable, enter Merchant II D Discover t Credit If applicable, enter Merdian!#

tQiscover Includes the following card produds end types· Discayer Diners Club International China UnionPav BCcard and DinaCard

D Private Label: D Chase Paymentech Gift Card (if selected, choose the type): O Now 0 Advantage. [)Custcm

EQUIPMENT TYPE: 181 RENT D PURCHASE D LEASE D REPROG.RA~ 0 U.S. 0 BOTH CANADIAN ANO U.S.

a e aca1ons nc I MAILING/BILLING ADDRESS CITY

5450 Fimlorer Dr., Suite 100 Mississauaa PROVINCE I POSTAL CODE I TELEPHONE NUMBER FIV<NUMBER

Ontario L4W5N1 905-283-6020 905-283-6022 E-MAIL ADDRESS GSTNUMBER

frankta!redtaa.ca 85635 7603 RT0001 i MERCHANT "DOING BUSINESS AS" NAME TOTAL# OF LOCATIONS

i Red Tag and Thomas Cook 124

IS THE LOCATION ADDRESS SAME AS ABOVE? : 181 YES 0 NO (PLEASE PROVIDE ADDRESS)

LOCATION ADDRESS (NO P.O. BOX) CITY

PROVINCE POSTAL CODE TELEPHONE NUMBER

BUSINESS START DATE (month/year) HOW LONG AT THIS LOCATION IS YOUR BUSINESS SEASONAL? 181 YES 0 NO

0312004 5 ears TYPE OF OWNERSHIP: 0SOLE PROPRIETORSHIP 0 PARTNERSHIP 0 LLC 0 PUBLIC CORP 181 PRIVATE CORP 0 NON-PROFIT 0GOVERNMENT. CORP D LP.

TYPE OF BUSINESS: (select all that apply) 181 RETAIL 181 WHOLESALE 0 RESTAURANT 0 LODGING 0 MAIL ORDER 0 TELEPHONE ORDER 181 INTERNET 181 BUSINESS TO BUSINESS

["] CONVENIENCE STORE ncoNVENIENCE STORE WITH GAS n HOME-BASED 0 OTHER (stJM:JM

DESCRIBE THE MERCHANDISE SOLO OR SERVICE PROVIDED: Travel 'products and services

LIST ALL WEBSITE ADDRESSES: :see attaCnlHl list

DELIVERY METHOD FOR STATEMENT: 0 MAIL: 0 MAILING/BILLING ADDRESS 0 LOCATION ADDRESS

181 EMAIL: frank@redtag.ca

I DELIVERY METHOD FOR CHARGEBACKS: I ADDRESS . 0 MAIL: 181 MAILING/BILLING

0 LOCATION ADDRESS 0 FIV<:

11:::1~•--..·-·"~,···~ .. ;.:: =-·~l111•· •

% Annual Credit Card Sales Generated by: % of customer orders delivered In: Who owns the majority of your Inventory? D Merchant 181 Fulfilment House ODays %_

Card Swipe ARE CUSTOMERS REQUIRED TO PROVIDE A DEPOSIT? 181 YES 0 NO 1 to7 Days % __ !

Hand keyed fa~to-lace _ % ! IF A DEPOSIT IS REQUIRED: Bio 14 Days % !

MaiVTelephone 25%

15to 30 Days

lmemat _75% 80% I' WHAT PERCENTAGE OF THE TOTAL SALE IS REQUIRED? 25%

. WHAT PERCENTAGE OF YOUR CREDIT CARD TRANSACTIONS REQUIRE A DEPOSIT j30% ; MasterCard/ Visa Sales are deposited 181 Oa1e of Order D Date of Delivery D Other Mora than 30 Days 20%

·Total: 100% Total: 100%

. : , , , . . , . · · - O~NERS-A~~ o·~~~t~~'~\:·.:-:-:.-::·:·-'.°:.:·,:.': ·_ ·_-_ ,, .. ._- .,. -. ~- . -~ • • ~ ' · (List the l'.'10 owners with the laigcst ::.th&Jrc of o·::ncrship. lnformatiOn on 1hc indivicJuJi(s} si9111rig lhc-J~p~icatio11 is needed below} ~

1. NAME See attached List i2.NAME

TITLE i PERCENT OF OWNERSHIP % jmLE i PERCENT OF OWNERSHIP i I i I

RESIDENCE ADDRESS 1 RESIDENCE ADDRESS i

CITY /PROVINCE !CITY jPROVINCE

I ! I

"Personal information is coilec:tDd. uoecl and aisdosad es deoaibed herein Md In aa:ortlanai with our eppllcablo Privacy Policy (availal>la Ill www.cllasepaymonledl.ca or upon raquasl) or olllelwisa as pormitllld by lllW. "'Trademark ot C/\ase Paymentacll SoMions, Ll..C. ~ Payrnentad1 SclUtiona aull1arized uoer.

Select Application v. 1112012

%

358 POSTAL CODE HOME TELEPHONE POSTAL CODE I HOME TELEPHONE

l

DATE OF BIRTH SIN # (OPTIONAL) DATE OF BIRTH DATE OF BIRTH I SIN# (OPTIONAL) I i

HAVE YOU EVER FILED FOR BANKRUPTCYO YES ONO . HAVE YOU EVER FILED FOR BANKRUPTCY 0 YES ONO

' !

. . ··. " ... · .. .. . .. CREDIT/DEBIT CARD INFORMATION. ..··, CAD$ PROCESSING US$ PROCESSING

For nwlli /oation appliClllioM, p/azse ptrMde iNli>illaa/ loatio11 vollUna For mMl# Wazlion /U:alio /ease' ro'liJk inJivilbuzl locadtm valumo

ANNUAL VISA VOLUME $ 270,000,000 ANNUAL VISA VOLUME $

ANNUAL MASTERCARD VOL.UME $ 116,000,000 ANNUAL MASTERCARD VOLUME $ ..

ANNUAL DEBIT VOLUME S3,000,000 TOTAL CREDIT ANNUAL SALES $

TOTAL CREDIT/DEBIT ANNUAL SALES $ 389,000,000 AVERAGE TRANSACTION SIZE $

AVERAGE TRANSACTION SIZE $1000

FOR MERCHANT - As the person signing below on behalf of the business designated on the above Application ("Merchant"), I certify that I am an owner (the 'Owner"), partner or officer of the Merchant and have been duly authorized to sign this Select Merchant Application and Agreement on behalf of the Merchant. Merchant signing below hereby acknowledges that at the time of application, you have received, read and agreed to be bound by this Select Merchant Application and Agreement, which includes: (1) the Application, (2) the Terms and Conditions of the Select Merchant Agreement (3) the Pre­Authorized Debit Agreement, (4) the Schedule A (Pricing) and (5) the Merchant Operating Guide available on Paymentech's website at www.chasepavmentech.ca (the "Operating Guide1. Facsimile versions of executed copies of this Agreement shall be binding and enforceable against the parties and have the same force and effect as if they were original signatures. Merchant represents and warrants that all information on this Application, and the related information submitted in conjunction with the Application, is true, complete and not misleading. The Application now belongs to Chase Paymentech Solutions ("Paymentech"). ANY UNILATERAL ALTERATION, STRIKEOVER OR MODIFICATION TO THE PREPRINTED TEXT OR LINE ENTRIES OF THIS SELECT MERCHANT APPLICATION AND AGREEMENT SHALL BE OF NO EFFECT WHATSOEVER. AND AT PAYMENTECH'S · SOLE DISCRETION, MAY RENDER THIS SELECT MERCHANT APPLICATION INVALID.

Merchant and each Owner consent to Paymentech or its designees investigating and verifying the credit and financi;o" information of, and obtaining credit reports from credit reporting agencies or credit bureaus on each of the Merchant ar Owners (and this is prior written notice for so doing). If the Application is approved, subsequent credit reports may ~ required or used in connection with the maintenance or renewal of the Agreement. The Merchant and Owners agree that all business references, including banks, may release any and all credit and financial information to Paymentech. Merchant and each Owner expressly consent to Paymentec:h's collection and use of Personal Information in accordance with our Privacy Policy which may be amended from time to time (available at www.chasgpaymentech.ca or upon request) and will be deemed effective when posted and specifically as part of our credit investigation, and acknowledge that your social insurance number, date of birth and driver's license number will be used for credit matching and identity verification. Paymentech may exchange your Personal Information in accordance with our Privacy Policy with financial institutions (including those party to this Agreement) and Payment Brands for the purpose of providing you with requested products and services, and for security measures in relation to your account and as otherwise permitted by law.

MERCHANT:

REDLABELVACTIONSINC ______ --,.---------------------------

__ ----x1 I. - ./ ~o.~ 7~~n) B~.......,.-,,..,,..,-:--=-----:=-:--,,.....-,,.......,-----------~ Individual Signalure (#2 from application)

Tille: Vice President Da1e: Feb 4, 2013 ___ _ _ nue: Date:

Print Individual Name: Frank DeMarinis ___________ _ Pnnt Individual Name:

APPROVED: CHASE PA YMENTECH SOLUTIONS ("Paymentech', "we", 'our" or 'us") for Itself and on behalf of The Bank of Nova Scoua and JPMorgan Chase Bank, N.A ..

By: ---------------------- 1iUe: _____________ Date.

Select Application v.11/2012

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OWNERS AND OFFICERS

Owner/Officer

1. Enzo DeMarinis, President

2000 Peak Place, Oakville Ont., L6H 5T2

2. Joe DeMarinis, Vice President

1615 Amberlea Rd. Pickering Ont., LIV 5P3

3. Frank DeMarinis, Vice President

39 Valleyview Ct, K.leinburg Ont., LOJ lCO

% Ownership

33 and 1/3%

33and1/3%

33 and 1/3%

359

360

1. redtag.ca

2. searstravel.ca

3. intair.com

4. belairtravel.com

5. thomascook.ca

6. sunquestvacations.ca

7. funsun.ca

8. holidayhouse.ca

URL ADDRESSES

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SELECT MERCHANT PAYMENT INSTRUMENT PROCESSING AGREEMENT (TERMS AND CONDITIONS)

361

TIIlS SELECT l\IBRCHANT PAYMENT INSTRUMENT PROCESSING AGREEI\IBNT (the "Agreemenf') is dated as of the Effective Date.

WHEREAS CHASE PA YMENTECH SOLUTIONS, having its principal office at I 00 Consilium Place, Suite 1700, Toronto, Ontario, MIH 3E3("Paymentech") for itself: and on behalf of The Bank of Nova Scotia ("Scotiabank") and JPMorgan Chase Bank, N.A., Canada·("JPMC") are authorized to process the payment card transactions listed on Schedule A; and

WHEREAS Scotiabank is a party to this Agreement for the purposes of Visa acceptance and JPMC is a party to this Agreement for the purposes of MasterCard acceptance; and

WHEREAS Red Label Vacations Inc and its affiliates , ("Merchant") wishes to accept Payment Instruments from its Customers as a method of payment for goods or services offered by Merchant;

ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this Agreement, Paymentech, Member (defined below) and Merchant agree to the following terms and conditions intending to be legally bound:

1.2 Certain Payment Acceptance Policies and Prohibitions. (a) Each Transaction must be evidenced by its own Transaction Receipt completed in accordance with Payment Brand Rules. (b) Merchant shall not require the Customer to pay the fees payable by Merchant under this Agreement if prohibited by the

Payment Brand Rules. (c) Merchant shall not issue Refunds for Transactions by cash or a cash equivalent (e.g., cheque) unless required by law or

permitted by the Payment Brand Rules. ( d) Merchant will honour valid Payment Instruments properly tended for use in accordance with the Payment Brand Rules. (e) Except where expressly permitted by law or the Payment Brand Rules, Merchant shall not set a dollar amount above or below

which Merchant refuses to honour otherwise valid Payment Instruments. (f) Merchant shall examine each Payment Instrument physically presented at the point of sale to determine that the Payment

Instrument presented is valid and has not expired. To the extent applicable, Merchant shall exercise reasonable diligence to determine that the authorized signature on any Payment Instrument physically presented at the point of sale corresponds to the Customer's signature on the Transaction Receipt.

(g) With respect to any Transaction for which a Payment Instrument being used is not physically present at the point of sale, such as in any on-line, mail, telephone, pre-authorized or recurring Transaction, Merchant must (i) have notified Paymentech on its Application, or otherwise obtained Pa:Ymentech's prior written approval, of Merchant's intention to conduct such Transactions; and (ii) have appropriate procedures in place to ensure that each Transaction is made to a purchaser who actually is the Customer. Merchant acknowledges that under certain Payment Brand Rules, Merchant cannot rebut a Chargeback where the Customer disputes making the purchase and Merchant does not have an electronic record (e.g., "swiping" or "inserting" or "tapping" a Payment Instrument) or physical imprint of the Payment Instrument.

(b) Merchant shall not split a single Transaction into two or more Transactions to avoid or circumvent authorization limits or monitoring programs.

(i) Merchant shall not accept Payment Instruments for the purchase of scrip. G) Merchant shall not require a Customer to complete a postcard or similar device that includes the Customer's Payment

Instrument account number, expiration date, or any other account data in plain view when mailed. (k) Merchant shall not impose any surcharge or finance charge on a Transaction if prohibited by the Payment Brand Rules. (l) Merchant may discount among different payment methods (e.g. cash, debit card or credit card) or provide differential

discounts amount different Payment Brands; however discounts must be clearly marked at the point-of-sale. (m) Merchant shall not request or use a Payment Instrument account number for any purpose except as payment for its goods or

services, unless required by the Payment Brand Rules in order to support specific services offered by the Payment Brands.

1.3 Payment Brand Rules. Merchant agrees to comply with the following: (a) The operating guide, as amended from time to time and available on-line at Paymentech's website

http://www.chasepaymentech.ca ("Operating Guide"). (b) All Payment Brand Rules as may be applicable to Merchant and in effect from time to time as published on a website or

otherwise made available by any Payment Brand or of which Merchant has been otherwise informed. In the case of MasterCard at http://www.mastercard.com/ca/merchant/en/getstarted/rules.html or in the case of Visa at http://usa.visa.com/merchants/operations/op _regulations.html, the foregoing website links may be revised from time to time without notice and viewed from Paymentech's website at http://www.chasepaymentech.ca.

(c) Such other procedures as Paymentech may from time to time prescribe for the creation or transmission of Transaction Data.

Page 3 of 17 Select Men:nant Payment lnslrument Processing Agreement - Rev. 11/2012

362

Paymentech may modify and supplement the Operating Guide in order to comply with requirements imposed by the Payment Brand Rules, applicable law, and Paymentech's operating procedures. To the extent that the Operating Guide is inconsistent with the Payment Brand Rules, the Payment Brand Rules shall prevail.

1.4 Requirements for Certain Transactions. As to all Transactions, Merchant represents and warrants that, to the best of its knowledge:

(a) The Transaction Data (i) represents a payment for or Refund ofa bona fide sale or lease of the goods, services, or both, which Merchant has provided in the ordinary course of its business, as represented in its Application; and (ii) is not submitted on behalfofa third party.

(b) The Transaction Data represen~ an obligation of the Customer for the amount of the Transaction. (c) The Transaction is not for any purpose other than payment for the current Transaction. The Transaction does not represent

the collection of a dishonored cheque or the collection or refinancing of an existing debt. The Transaction does not represent payment for a previous Transaction or charge incurred at the Merchant or a Transaction that was previously charged back by the Customer, irrespective of Customer consent or approval.

(d) Except as specifically stated in Merchant's Application or otherwise approved in writing by Paymentech in advance, with respect to any prepayment for services or full prepayment for custom-ordered merchandise manufactured to the Customer's specifications, at the time Merchant accepts a Payment Instrument for any goods or services, the goods have been provided or shipped or the services actually rendered to the Customer. For approved prepayments, Merchant must advise the Customer (i) that payment is being made in advance of the shipment or provision of goods or services; and (ii) the time when shipment or provision of the goods or services is expected.

( e) The Transaction Data is free from any material alteration not authorized by the Customer. (f) The amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim. (g) Merchant has not disbursed or advanced any cash to the Customer (except as authorized by the Payment Brand Rules) or

itself or to any of its representatives, agents, or employees in connection with the Transaction, nor bas Merchant accepted payment for effecting credits to a Customer.

(h) The goods or services related to each Transaction are Merchant's property or Merchant bas the legal right to sell them. (i) Merchant has made no representation or agreement for the issuance of Refunds except as stated in Merchant's Refund Policy,

which has been previously submitted to Paymentech in writing as provided in Section 3, and which is available to the Customer.

G) Any Transaction submitted to Paymentecb to credit a Customer's account represents a Refund for a Transaction previously submitted to Paymentech.

(k) Merchant has no knowledge or notice of information that would lead Merchant to believe that the enforceability c collectability of the Transaction is in any manner impaired. Merchant has originated the Transaction and Transaction Data in compliance with this Agreement, applicable laws and all applicable Payment Brand Rules.

(1) Unless specifically stated in its Application or otherwise approved in writing by Paymentech in advance, Merchant shall not accept Payment InStruments in connection with installment plans. If the Customer pays in installments or on a deferred payment plan, as previously approved by Paymentech, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the dates the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Paymentech for processing, shall be deemed to be a part of the original Transaction.

(m) Merchant has not submitted any Transaction that Merchant knows or should have known to be either fraudulent, illegal, damaging to the Payment Brand(s), not authorized by the Customer or otherwise in violation of any provision of this Agreement, applicable law, or Payment Brand Rules; and

(n) For recurring Transactions, Merch,ant must (i) obtain the Customer's consent to periodically charge the Customer on a recurring basis for the goods or services purchased; (ii) retain this permission for the duration of the recurring services and provide it upon request to Paymentech or the issuing bank of the Customer's Payment Instrument; and (iii) retain written documentation specifying the frequency of the recurring charge and the duration of time during which such charges may be made .. Merchant shall not submit any recurring transaction after receiving: (i) a cancellation notice from the Customer; or (ii) notice from Paymentech or any Payment Brand (via authoriz.ation code or otherwise) that the Payment Instrument is not to be honoured. Merchant shall include in its Transaction Data the electronic indicator that the Transaction is a recurring Transaction.

2. AurnORIZA TJONS. Merchant is required to obtain an authoriz.ation code through Pa:Ymentech, in accordance with this Agreement, for each Transaction. Merchant acknowledges that authoriz.ation ofa Transaction indicates that the Payment Instrument (a) contains a valid account number; and (b) has an available credit balance sufficient for the amount of the Transaction but, it does not constitute a representation from Paymentecb, a Payment Brand, or a card issuing bank that a particular Transaction is in fact a valid or undisputed Transaction entered into by the actual Customer. Paymentecb reserves the right to refuse to process any Transaction Data presented by Merchant unless it incl_udes a proper authoriz.ation.

3. REFUND AND ADJUSTMENT POLICIES AND PROCEDURES; PRlv ACY POLICIES. 3.1 Policy. Merchant is required to maintain a Refund Policy and to disclose such Refund Policy to Paymentech and Customers. An material change in Merchant's Refund Policy must be submitted to Paymentecb, in writing, not less than 14 days prior to the effective date of such change. Paymentech reserves the right to refuse to process any Transactions made subject to a revised Refund Policy of

Page 4 of 17 Select Men:hant Payment Instrument Pnxl!sslng Agreement - Rev. 11/2012

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363

which Paymentech has not been notified in advance. To the extent that Merchant operates an electronic commerce website through which Transaction Data is generated, Merchant must include its Refimd Policy on the website in accordance with Payment Brand Rules.

3.2 Procedure for Refund Transactions. If, under Merchant's Refund Policy, Merchant allows a Refund, Merchant shall prepare and deliver to Paymentech Transaction Data reflecting any such Refund within three (3) days of approving the Customer's request for such Refund. The amount of a Refund cannot exceed the amount shown as the total on the original Transaction Data except by the exact amount required to reimburse the Customer for shipping charges that the Customer paid to return merchandise. Merchant shall not accept any payment from a Customer as consideration for issuing a Refund. Merchant shall not give cash (or cash equivalent) refimds to a Customer in connection with a Transaction, unless required by law or permitted by the Payment Brand Rules.

3.3 Customer Data Protection Policies. To the extent that Merchant operates an electronic commerce website through which Transaction Data is generated, in addition to any requirements otherwise set forth in this Agreement, Merchant shall display the following on its website: (a) its Customer data privacy policy; (b) a description of its security capabilities and policy for transmission of Payment Instrument Information; and (c) the address of Merchant's fixed place of business (regardless of website or server locations). Furthermore, Merchant must offer its Customers a data protection method such as 3-D Secure or Secure Sockets Layer (SSL).

4. SETTLEMENT. 4.1 Submission of Transaction Data. Failure to transmit Transaction Data to Paymentech within one (1) business day following the day that such Transaction originated could result in higher interchange fees and other costs, as well as increased Chargebacks. Unless Merchant has notified Paymentech on its Application or Paymentech has otherwise agreed in writing in advance, Merchant shall not submit Transactions for processing until (a) the Transaction is completed; (b) the goods are delivered or shipped; (c) the services are performed; or (d) Merchant has obtained the Customer's consent for a recurring Transaction. Paymentech may from time to time contact Customers to verify that they have received goods or services for which Transactions have been submitted. Paymentech reserves the right to refuse to process any Transaction Data presented by Merchant if Paymentech reasonably believes that the Transaction may be uncollectible from the Customer or was prepared in violation of any provision of this Agreement, applicable law, or the Payment Brand Rules.

4.2 Merchant's Settlement Account. In order to receive funds from Paymentech, Merchant must designate and maintain one or more accounts used primarily for business purposes at a bank that is a member of the Canadian Payments Association, as described in the Pre-Authorized Debit Agreement (the "PAD Agreement" attached hereto) hereinafter referred to as (the "Settlement Account''). During the term of this Agreement, and thereafter until Paymentech notifies Merchant that all amounts due from Merchant under this Agreement have been paid in full, Merchant shall not close its Settlement Account without giving Paymentech at least five (5) days prior written notice and substituting another Settlement Account Merchant is solely liable for all fees, costs, and overdrafts associated with the Settlement Account Merchant authorizes Paymentech to initiate electronic credit entries and adjustments to the Settlement Account at any time, and electronic debit entries to the Settlement Account at any time to obtain all regular occurring payments required under this Agreement including, but not limited to, payments required to establish a Reserve Account, and all payments that are set out in Section 4.4 of this Agreement without regard to the source of any monies in the Settlement Account(s), in accordance with the PAD Agreement. NOTWITHSTANDING ANYTillNG TO THE CONTRARY IN THE PAD AGREEMENT, MERCHANT ACKNOWLEDGES AND AGREES TIIA T nns AGREEMENT MA y BE TERMINATED IMMEDIA TEL y BY PAYMENTECH WITHOUT NOTICE IF :MERCHANT REVOKES MERCHANT'S CONSENT TO DEBIT MERCHANT'S SETTLEMENT ACCOUNT UNDER THE PAD AGREEMENT. This authority will remain in full force and effect until Paymentech notifies Merchant that all amounts due from Merchant under this Agreement have been paid in full. Paymentech will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including. without limitation, delays or errors by the Payment Brands or Merchant's financial institution.

4.3 Conveyed Transactions. For Conveyed Transactions Merchant shall have a valid agreement in effect with the applicable Payment Brand. If Merchant submits Conveyed Transactions to Paymentech and Merchant does not have a valid agreement with the applicable Payment Brand, Paymentech may, but shall not be obligated to, submit such Transaction Data to the applicable Payment Brand and to share with them information about Merchant (from the Application or otherwise) as may be required to approve Merchant's acceptance of the Payment Brand's Payment Instrument. Payment of proceeds due to Merchant for Conveyed Transactions shall be governed by the agreement Merchant has with the applicable Payment Brand, and Paymentech does not bear any responsibility for their performance thereunder, including, without limitation, the funding and settlement of Merchant's Conveyed Transactions.

4.4 Transfer of Transaction Settlement Funds. Subject to Section 4.3, for all Transactions, Paymentech will submit Merchant's Transaction Data to the applicable Payment Brand. Promptly after Paymentech receives funds for Settled Transactions from the Payment Brands, Paymentech will provisionally fund the Settlement Account. The proceeds payable to Merchant shall be equal to the amounts submitted by Merchant in connection with its Transaction Data minus the sum of the following: (a) all fees, charges and other amounts described on Schedule A or that Merchant has otherwise agreed to pay; (b) all Refunds and Chargebacks; ( c) all Reserve Account (as defined in Section 4.6) amounts; (d) all fees, charges, fines, assessments, penalties, or other liabilities that may be imposed on Paymentech or Member from time to time by the Payment Brands, and all related costs and expenses incurred by Paymentech. Merchant agrees that all amounts are due and payable as provided in this Agreement. In the event Paymentech does not deduct such amounts from Merchant's proceeds when such amounts are due and payable, Merchant agrees to pay all such amounts to

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364 I Paymentech immediately without any deduction or offset Additionally, Paymentech may debit the Settlement Account(s) in. I accordance with the tenns hereof and the PAD Agreement or Merchant's Reserve Account for such amounts at any time.

4.5 Negative Amounts. Merchant shall maintain sufficient funds in the Settlement Account to prevent the occurrence of a negati' balance. In the event that the proceeds from Merchant's Settled Transactions or the balance of Merchant's Settlement Account are not sufficient to pay amounts due under this Agreement, in addition to any other rights and remedies Paymentech may have under this I Agreement, Paymentech may pursue one or more of the following options:

(a) Demand and receive immediate payment for such amounts; (b) Debit the Settlement Account for the amount of the negative balance; I ( c) Apply funds held in the Reserve Account against the negative amount; and (d) Withhold all or some of Merchant's Settlement funds and apply them against the negative amount.

Furthennore, if the amount represented by Merchant's Transaction Data in any day is negative due to Refunds or credits being submitted by Merchant in excess of its proceeds from Transactions, Merchant shall immediately provide Paymentech with sufficient I funds to prevent the occurrence of a negative balance. ·

4.6 Reserve Account. If: (a) There is a material breach of the Agreement by Merchant; (b) There is a material adverse change in Merchant's financial condition or its payment record with creditors; ( c) Merchant materially changes its billing practices in relation to shipment of goods or fulfillment of services, or changes

Refund Policies currently in place and fails to notify Paymentech in advance; (d) Merchant is receiving excessive Chargebacks (as defined in Section 7.3 below); (e) Merchant significantly alters the nature of its busine5s or product lines; (f) Paymentech has reasonable grounds to believe that it may be or become liable to third parties for the provisional funds

extended to Merchant; or _ (g) Paymentech has reasonable grounds to believe that it may be subject to any additional liabilities arising out of or relating to

this Agreement, including, without limitation, any fines, fees, or penalties assessed against Paymentech or Member by any of the Payment Brands, arising out of or relating to Merchant's Transactions, Chargebacks, or failure to comply with the Payment Brand Rules or the Security Standards;

then each such event may subject Paymentech to additional risk (such risk being hereinafter referred to as "Anticipated Risk''). In any such event, Paymentech may temporarily suspend or delay payments to Merchant during Paymentech's investigation of the issue and/or designate an amount of funds that Paymentech must maintain in order to protect itself against Anticipated Risks (such fund!' being hereinafter referred to as the "Reserve Account''), which may be funded in the same manner as provided for negative balances i . Section 4.5. The Reserve Account will contain sufficient funds to cover any unbilled processing costs plus Paymentech's estimateu exposure based on reasonable criteria for Chargebacks, Refunds, unshipped goods and/or unfulfilled services, and all additional Anticipated Risks. Paymentech may (but is not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable to Merchant against, the satisfaction of any amounts which are or may become due from Merchant pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by Paymentech, will not bear interest, and may be commingled with other funds. Effective upon Paymentech's establishment of a Reserve Account, Merchant irrevocably grants to Paymentech a security interest in any interest Merchant may now have or later acquire in any and all funds, together with the proceeds thereof, that may at any time be in the Reserve Account and that would otherwise be payable to Merchant pursuant to the terms of this Agreement. Merchant agrees to execute and deliver to Paymentech such instruments and documents that Paymentech may reasonably request to perfect and confirm the security interest in the Reserve Account funds. Upon (i) satisfaction of all of Merchant's obligations under this Agreement; and (ii) Merchant's execution of documents reasonably requested by Paymentech in connection with the return of any Reserve Account funds, Paymentech will pay to Merchant any funds then remaining in the Reserve Account.

5. ACCOUNTING. Paymentech will supply a detailed statement reflecting the activity of Merchant's account(s) by online access, by email, or in paper format and Merchant shall ensure that any online access to such statements is secure. If Merchant believes any adjustments should be made with respect to Merchant's Settlement Account, Merchant must notify Paymentech in writing within 90 days after any such adjustment is or should have been effected.

6. RETRIEVAL REQUESTS. In order to comply with Retrieval Requests, Merchant shall store and retain Transaction Data and Transaction Receipts in compliance with the Payment Brand Rules, including any time frames set forth therein. Within seven (7) days (or such shorter time as the Payment Brand Rules may require) of Paymentech sending Merchant a Retrieval Request, Merchant must provide to Paymentech, via certified or overnight mail or by confirmed fax (a) written resolution of Merchant's investigation of such Retrieval Request; and (b) legible copies of any supporting documentation requested or required by the Retrieval Request. Merchant acknowledges that failure to fulfill a Retrieval Request timely and in accordance with Payment Brand Rules may result in an irreversible Chargeback.

7. CHARGEBACKS. 7.1 Chargeback Reasons. Merchant has full liability for all Chargebacks. Following are some of the most common reasons for Chargebacks:

(a) Merchant fails to issue a Refund to a Customer upon the return or non-delivery of goods or services; (b) A required authoriz.ation/approval code was not obtained; (c) The Transaction Data was prepared incorrectly or fraudulently;

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( d) Paymentech did not receive Merchant's response to a Retrieval Request in accordance with Section 6; ( e) The Customer disputes the Transaction ot the authenticity of the signature on the Transaction Receipt, or claims that the

Transaction is subject to a set-off, defence, or counterclaim; (f) The Customer refuses to make payment for a Transaction because, in the Customer's opinion, a claim or complaint has not

been resolved, or has been resolved in an unsatisfactory manner; (g) The credit or debit card comprising the Payment Instrument was not actually presented at the time of the Transaction or

Merchant failed to obtain an electronic record or physical imprint of such Payment Instrument, and the Customer denies making the purchase; or

(h) As of the date specified by any Payment Brand, Merchant fails to use Equipment which electronically reads Payment Instruments with an embedded microcomputer EMV chip ("Chip Payment Instrument"), and the Chip Payment Instrument used for a Transaction is lost, stolen, counterfeit or fraudulent.

7 .2 Response to Chargebacks. If Merchant has reason to dispute or respond to a Chargeback, then Merchant must do so by the date provided on the applicable Chargeback notice. Paymentech will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if Merchant has not timely responded to the notice.

7.3 Excessive Cbargebacks. If Merchant is receiving an excessive amount of Chargebacks, as determined by the Payment Brands from time to time, in addition to Paymentech's other remedies under this Agreement, Paymentech may take one or more of the following actions: (a) review Merchant's internal procedures relating to acceptance of Payment Instruments and notify Merchant of new procedures Merchant should adopt in order to avoid future Chargebacks; (b) notify Merchant of a new rate Paymentech will charge to process Merchant's Chargebacks; or (iii) establish a Reserve Account Merchant also agrees to pay any and all penalties, fees, fines, and costs assessed against Merchant, Paymentech, and/or Member relating to Merchant's violation of this Agreement, the Operating Guide, or the Payment Brand Rules with respect to Merchant's acceptance of Payment Instruments, its Transactions, or with respect to excessive Chargebacks under this Section.

7.4 Claims of Customers. Following a Chargeback, Merchant may resubmit applicable Transaction Data for a second presentment, but only in accordance with Payment Brand Rules. To the extent Paymentech has paid or may be called upon to pay a Chargeback or Refund for or on the account of a Customer and Merchant does not reimburse Paymentech as provided in this Agreement, then for the purpose of Paymentech obtaining reimbursement of such sums paid or anticipated to be paid, Paymentech has all of the rights and remedies of such Customer under applicable federal, provincial, or local iaws and Merchant authorizes Paymentech to assert any and all such claims in its own name for and on behalf of any such Customer individually or all such Customers as a class.

8. DISPLAY OF PAYMENT BRAND MAR.Ks. Merchant is prohibited from using the Payment Brand Marks, as defined below (sometimes referred to herein as "Marks"), other than as expressly authorized by Paymentech in writing or by the Payment Brands. Payment Brand Marks mean the brands, emblems, trademarks and/or logos that identify a Payment Brand. Additionally, Merchant shall not use the Payment Brand Marks other than to display decals, signage, advertising, and other forms depicting the Payment Brand Marks that are provided to Merchant (a) by the Payment Brands or; (b) by Paymentech pursuant to this Agreement Merchant shall not use the Payment Brand Marks in any way that Customers could believe that the goods or services offered by Merchant are sponsored, endorsed, or guaranteed by the owners of the Payment Brand Marks. Merchant recognizes that it has no ownership rights in the Payment Brand Marks. Merchant shall not assign the rights to use the Payment Brand Marks to any third party. Merchant's right to use the Payment Brand Marks hereunder terminates with the termination of this Agreement

9. FEES; ADJUSTMENTS. 9.1 Schedule A. Merchant agrees to pay Paymentech for Paymentech's services as set forth in Schedule A in accordance with this Agreement. If Merchant receives preferred pricing as a result of Merchant's membership with an organization that has a preferred pricing program in place with Paymentech (the "Organization"), Merchant acknowledges and agrees that (i) eligibility for such pricing is subject to Merchant providing valid proof of membership with the Organization; and (ii) Merchant is responsible for notifying Paymentech of any changes in membership status with the Organization. Merchant shall pay all applicable fees for all Transactions, which shall be calculated and payable pursuant to this Agreement. Unless otherwise indicated on Schedule A, Merchant shall be solely responsible for all communication expenses required to facilitate the transmission of all Transaction Data to Paymentech. In addition, Merchant will pay any charges for Equipment provided by Payrnentech or its designated service provider as set forth in Schedule A in advance, calculated from the date on which Paymentech ships the Equipment to Merchant.

9.2 PRICE ADJUSTMENTS. 9.2.1 Pre-Determined Schedule A Pricing Changes. Paymentech may modify the pricing set out in Schedule A on thirty (30) days notice or otherwise in accordance with the provisions set out therein. 9.2.2 Other Price Increases or Introduction of New Fees. In addition, by giving ninety (90) days notice to Merchant, Paymentech may increase Merchant's fees, charges and discounts or introduce new fees, charges or discounts that relate to any credit or debit card transaction, including, without limitation, as a result of: (i) any increase in Payment Brand fees (such as interchange, assessments, and other charges); (ii) any increase in pricing by any third party provider of a product or service used by Merchant; or (iii) any introduction of new fees of any nature which are added by a Payment Brand

l 0. TERMINATION. 10.1 Term. This Agreement takes effect upon the earlier of (a) Paymentech's signature hereto; or (b) the date Paymentech processes Merchant's first Transaction submitted pursuant to this Agreement and continues for three (3) years from such date. Unless otherwise terminated by either party as provided in this Agreement, this Agreement will automatically renew for successive one-year terms.

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Either party may give notice of non-renewal of this Agreement in writing no more than ninety (90) days and no less than thirty (30) days prior to any expiration date.

10.2 Events of Default. If any of the following events shall occur (each an "Event of Default"): (a) Any transfer or assignment in violation of Section 18.3 of this Agreement; (b) Irregular Transactions by Merchant, exc~ssive Chargebacks, or any other circumstances which, in Paymentech's discretion,

may increase Paymentech's or Member's exposure for Merchant's Chargebacks or otherwise present an Anticipated Risk to Paymentech;

( c) Any representation or warranty in this Agreement is breached in any material respect or was or is incorrect in any material respect when made or deemed to be made; .

(d) Merchant fails in any material respect to perform any of its obligations with respect to the funding or establishing of a Reserve Account, as detailed in Section 4.6;

( e) Material breach of Secti.on 1.1; (f) Merchant fails in any material respect in performance or observance of any term, covenant, condition, or agreement

contained in this Agreement, including, without limitation, compliance with Payment Brand Rules and Security Standards; _(g) A case or other proceeding shall be commenced by or against Merchant in any court of competent jurisdiction seeking relief

under the Bankruptcy and Insolvency Act or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator, or the like of Merchant, or of all or any substantial part of the assets, domestic or foreign, of Merchant, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an order granting the relief requested in such case or proceeding against Merchant (including, without limitation, an order for relief under the Bankruptcy and Insolvency Act) shall be entered;

(h) Paymentech, in its sole reasonable discretion, deems Merchant to be financially insecure; (i) Any Payment Brand (i) notifies Paymentech or Member that it is no longer willing to accept Merchant's Transaction Data;

or (ii) requires Paymentech or Member to terminate or limit this Agreement; G) Merchant or any person owning or controlling Merchant's business is listed in one or more databases of terminated or high

risk merchants maintained by the Payment Brands; (k) Merchant engages in conduct that creates or could tend to create harm or loss to the goodwill of any Payment Brand,

Paymentech, or Member; (1) For a period of more than 60 consecutive days, Merchant does not transmit Transaction Data to Paymentech; (m) Merchant revokes its consent to debit its Settlement Account(s) (as set out in subsection 4.2); or (n) Paymentech's Transaction processing services under this Agreement fail to conform to generally accepted standards f<

such services in the Transaction proce5sing industry.

then, the non-defaulting party may terminate this Agreement by providing the defaulting party with written notice of termination. Following receipt of such notice, and solely for termination based on subsections (c), (f), and (n) the defaulting party shall have thirty (30) days to cure the Event of Default, and the Agreement shall terminate in the event such cure is not effected by the end of such period. No cure period shall be provided when termination is based on any other Event of Default.

If this Agreement is terminated by Paymentech for Merchant's default hereunder, Merchant acknowledges that Paymentech may be required to report Merchant's business name and the names and other identification of its principals to the Payment Brands. Merchant expressly agrees and consents to such reporting in the event Merchant is terminated for any reason specified, and Merchant agrees to waive and hold Paymentech harmless from and against any and all claims resulting from such reporting.

10.3 Other Events. In addition to the remedies above and any rights Paymentech may have under this Agreement, Paymentech may suspend the processing of some or all of Merchant's Transactions upon: (a) an occurrence of an Event of Default by Merchant; (b) receipt by Paymentech of notice that a Payment Brand intends to impose any fine, assessment or penalty as a result of excessive Chargebacks or Merchant's acts or omissions; or (c) receipt by Paymentech of objections or concerns expressed by a Payment Brand which render Paymentech's continued processing of Merchant's Transactions unduly burdensome, impractical, or risky.

10.4 Liquidated Damages. The parties further agree and acknowledge that if (a) Merchant terminates this Agreement prior to the expiration of the applicable term of the Agreement other than as permitted; or (b) Paymentech terminates this Agreement prior to the expiration of the applicable term of the Agreement due to Merchant's breach of this Agreement, then Paymentech will suffer a substantial injury that is difficult or impossible to accurately estimate. Accordingly, in an effort to liquidate in advance the sum that should represent the damages which would actually be sustained by Paymentech, the parties have agreed that the amount calculated in the manner specified below is a reasonable estimate of Paymentech's probable loss for which Merchant shall pay to Paymentech as liquidated damages. Any recovery pursuant to this Section 10.4 shall in no way limit Merchant's finanCial obligations under this Agreement, including, without limitation, Merchant's obligation with respect to fees, fines, penalties, returns, refunds, assessments, Chargebacks, and Reserve Account.

The liquidated damages amount shall be the product of (i) the Average Net Monthly Fees, as defined below; and (ii) the number of months, including any pro rata portion of a month, then remaining in the initial term or any renewal term, as applicable. The A veragP Net Monthly Fees shall equal one-sixth of the fees payable pursuant to this Agreement (net of interchange and assessments) during tt 6 months immediately preceding the earliest of (X) the date Paymentech receives notice from Merchant of its intention to terminate this Agreement early; or (Y) the date Paymentech learns of Merchant's early termination in violation of this Agreement; or (Z) the

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date this Agreement is terminated early pursuant to subsection 10.2. If the Agreement has been in place less than 6 months, the Average Net Monthly Fees shall equal the average monthly fees (net of interchange and assessments) that Paymentech would have received based upon Merchant's representations on its Application, Schedule A, or otherwise. Liquidated damages shall be paid, to the extent possible, according to the same methods for collecting amounts due under Section 4.5 of this Agreement. All amounts payable hereunder by Merchant to Paymentech shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by Merchant.

10.S Account Activity After Termination; Termination Reserve. The provisions governing processing and settlement of Transactions, all related adjustments, fees and other amounts due from Merchant, and the resolution of any related Chargebacks, disputes, or other issues involving Transactions, will continue to apply even after termination of this Agreement, with respect to all Transactions made prior to such termination or after such termination, as described below. If this Agreement is terminated, Paymentech's right of direct access to the Settlement Account will survive termination until such time as all credits and debits permitted by this Agreement and the PAD agreement and related to Transactions prior to the effective date oftennination have been made. After termination of this Agreement for any reason whatsoever, Merchant shall continue to bear total responsibility for all Chargebacks, fees, fines, assessments, credits, and adjustments resulting from Transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due to Paymentech under this Agreement or which may be due to Paymentech before or after such termination to either Paymentech or Member. If Merchant submits Transaction Data to Paymentech after the date of termination. Paymentech may, at its sole discretion and without waiving any of its rights or remedies under this Agreement, process such Transaction Data in accordance with and subject to all of the terms of this Agreement.

Upon notice of termination of this Agreement, Paymentech may estimate the aggregate dollar amount of anticipated Chargebacks, Refunds and Anticipated Risks that Paymentech reasonably anticipates subsequent to termination, and Merchant agrees to immediately deposit such amount in its Settlement Account, or Paymentech may withhold such amount from Merchant's settlement funds in order to establish a Reserve Account pursuant to and governed by the terms and conditions of this Agreement.

11. INDEMNWICATION. 11.l Paymentech. Paymentech agrees to indemnify Merchant and its affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, Merchant's costs, expenses, and reasonable legal fees) arising out of any Customer complaint or Chargeback and related to (a) any failure by Paymentech to properly safeguard Payment Instrument Information; (b) Paymentech's failure to deliver funds to Merchant in accordance with Section 4.4 herein; or (c) any voluntary or involuntary bankruptcy or insolvency proceeding by or against Paymentech. This indemnification does not apply to any claim or complaint relating to Merchant's failure to resolve a payment dispute concerning merchandise or services sold by Merchant or Merchant's negligence or willful misconduct. The indemnification provided under this Section 11.1 shall survive the termination of this Agreement.

11.2 Merchant. Merchant agrees to indemnify Paymentech, Member, the Payment Brands, and their respective affiliates, officers, directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, Paymentech's costs, expenses, and reasonable legal fees) arising out of any claim, complaint, or Chargeback (a) made or claimed by a Customer with respect to any Transaction or Transaction Data submitted by Merchant; (b) caused by Merchant's non­compliance with this Agreement, the Operating Guide, or the Payment Brand Rules, (including without limitation any breach of a representation or warranty made by Merchant or Merchant's failure to comply with the Security Standards}; (c) resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or (d) related to Merchant's placement or the placement of any person owning or controlling Merchant's business in one or more databases of terminated or high risk merchants maintained by the Payment Brands. The indemnification provided for in thi_s Section does not apply to any claim or complaint to the extent it is caused by Paymentech's own negligence or willful misconduct. The indemnification provided under this Section 11.2 shall survive the termination of this Agreement.

12. TRANSACTION DA TA AND PAYMENT INSTRUMENT INFORMATION; PAYMENT CARD INDUSTRY COMPLIANCE.

12.1 Merchant financial iriformation, information related to Merchant's Transactions, and other information that Merchant provides to Paymentech may be shared by Paymentech with its affiliates. Paymentech will not otherwise disclose or use such information other than (i) as necessary to process Merchant's Transactions or otherwise provide services and maintain Merchant's account pursuant to this Agreement; (ii) to detect, prevent, reduce, or otherwise address fraud, security, or technical issues; (iii) to enhance or improve Paymentech's products and services generally; or (iv) as required or permitted by the Payment Brands or applicable law or Paymentech's Privacy Policy. Paymentech may prepare, use, and/or share with third parties, aggregated, non-personally identifiable information derived from Transaction Data of all of Paymentech's customers or specific segments of Paymentech's customers.

12.2 Payment Card Industry Compliance. Merchant acknowledges and understands the importance of compliance with the Security Standards, such as those relating to the storage and disclosure of Transaction Data and Payment Instrument Information. Therefore, Merchant shall exercise reasonable care to prevent disclosure or use of Payment Instrument Information, other than (a) to Merchant's agents and contractors for the purpose of assisting Merchant in completing a Transaction; (b) to the applicable Payment Brand; or (c) as specifically required by law. Furthermore, Merchant acknowledges and understands that its use of any fraud mitigation or security enhancement solution (e.g. an encryption product or service), whether provided to Merchant by Paymentech or a third party, in no way limits Merchant's obligation to comply with the Security Standards or Merchant's liabilities set forth in this Agreement.

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Merchant is allowed by the Payment Brand Rules to store only certain Payment Instrument Information (currently limited to the Customer's name, Payment Instrument account number, and expiration date) and is prohibited from storing additional Payment Instrument Information, including, without limitation, any security code data, such as CVV2, CVC2, and PIN data, and any magnet' stripe track data. Merchant shall store all media containing Payment Instrument Information in an unreadable format wherever it • stored and in an area limited to selected personnel on a ''need to know" basis only. Prior to either party discarding any material containing Payment Instrument Information, the party will render the account numbers unreadable in accordance with the requirements of the Security Standards. If at any time Merchant determines or suspects that Payment Instrument Information has been compromised Merchant must notify Paymentech immediately and assist in providing notification to such parties as may be required by law, Payment Brand Rules, and as Paymentech may otherwise reasonably deems necessary.

Merchant agrees to comply with all Security Standards, as defined in Section 19. Merchant further agrees to provide Paymentech, upon its request, with such tests, scans, and assessments of Merchant's compliance with Security Standards as may from time to time be required by the Payment Brands.

Merchant must immediately notify Paymentech of its use of any Service Provider. Merchant shall ensure that, to the extent required by each Payment Brand, its Service Providers are (w) compliant with all Security Standards applicable to Service Providers; and (x) appropriately registered with, or otherwise recognized as being compliant with the Security Standards, by all applicable Payment Brands. To the extent required by each Payment Brand, all Payment Applications, or software involved in processing, storing, receiving, or transmitting of Payment Instrument Information, shall be (y) compliant with all Security Standards applicable to such Payment Applications or software; and (z) registered with and/or recognized by such Payment Brand(s) as being so compliant.

Merchant understands that its failure, or the failure of any of its Service Providers to comply with the Payment Brand Rules, including the Security Standards, or the compromise of any Payment Instrument Information (whether such Payment Instrument Information is under the control of Merchant or its Service Provider), may result in assessments, fines, and/or penalties by the Payment Brands, and Merchant agrees to indemnify and reimburse Paymentech immediately for any such assessment, fine, or penalty imposed on Paymentech or the Member and any related loss, cost, or expense incurred by Paymentech or the Member. If any Payment Brand requires a forensic examination of Merchant or any of Merchant's Service Providers due to a Data Compromise Event or suspected event, Merchant agrees to cooperate with, and cause all applicable Service Providers to cooperate with such forensic examination (until it is completed, including, without limitation, the engagement of an examiner acceptable to the relevant Payment Brand. Notwithstanding the foregoing, the Payment Brands may directly, or demand that Paymentech, engage an examiner on behalf of the

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Merchant in order to expedite the investigation of the Data Compromise Event or suspected event. In either scenario, Merchant agrees to pay for all costs and expenses related to such forensic examination, including all of Paymentech's reasonable legal fees and other. costs relating to such forensic examination. ., ··

By executing this Agreement, Merchant represents that, in the event of its failure, including bankruptcy, insolvency, or other suspension of business operations, Merchant shall not sell, transfer, or disclose to third parties any materials that contain Transaction Data or Payment .Instrument Information. Upon request, Merchant must return such information to Paymentech or provide Payinentech with acceptable proof of its destruction.

13. INFORMATION ABour MERCHANT AND MERCHANT'S BUSINESS. 13.1 Additional Financial Information. Upon five (5) days' written notice at any time, Merchant agrees to furnish to Paymentech (a) its most recently prepared financial statements and credit information; and (b) if applicable, its three most recent filings with the Ontario Securities Commission or other applicable Canadian securities regulator.

13.2 Audit Rights. With prior notice and during Merchant's normal business hours, Paymentech's duly authorized representatives may visit Merchant's business premises and may examine Merchant's books and records that pertain to Merchant's Transactions or Merchant's compliance with this Agreement

13.3 Other Information. Merchant agrees to provide Paymentech at least thirty (30) days' prior written notice of its intent to change current product lines or services, Merchant's trade name, or the manner in which Merchant accepts Payment Instruments. If Paymentech determines such a change is material to its relationship with Merchant, Paymentech may refuse to process Transaction Data made subsequent to the change or terminate this Agreement Merchant agrees to provide Paymentech with prompt written notice if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's signature on this Agreement authorizes Paymentech to perform any credit check deemed necessary with respect to Merchant.

14. DISCLAIMER; LIMITATION OF DAMAGES. Subject to Section 5, Paymentech will, at its own expense, correct any Transaction Data to the extent that such errors have been caused by Paymentech or by malfunctions of Paymentech's processing systems. Under no circumstances will Paymentech's financial responsibility for its failure of performance under this Agreement exceed the total fees paid to Paymentech under this Agreement (net of Payment Brand fees, third party fees, interchange, assessments, penalties, and fines) for the six (6) months prior to the time the liability arose. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, AND EXCEPT WITH RESPECT TO MERCHANT'S FAILURE TO COMPLY WITH THE SECURITY STANDARDS, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES OR SPONSORJNG BANKS, BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF TH POSSIBILITY OF SUCH DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION WITH TIIlS AGREEMENT. ANY FINES, FEES, PENALTIES

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OR ASSESSMENTS IMPOSED BY THE PAYMENT BRANDS RELATED TO MERCHANT'S ACCEPTANCE OF PAYMENT INSTRUMENTS SHALL NOT BE DEEMED TO BE CONSEQUENTIAL DAMAGES. PA YMENTECH AND MEMBER HEREBY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS wrm RESPECT TO THE SERVICES, PRODUCTS AND EQUIPMENT PROVIDED HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION MADE TO MERCHANT OR ANY OTHER. PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER nns AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES.

15. STORED VALUE TRANSACTIONS. 15.1 Cards & Packaging. If indicated on Schedule A, Merchant is required to purchase cards from Paymentech for Merchant's Stored Value Transaction program ("SV Program"). If Merchant is obligated to purchase cards from Paymentech or if Merchant elects to do so anyway, Paymentech will arrange for the card production and may, at Paymentech's option, invoice Merchant therefore, in lieu of electronically debiting Merchant's account. Any such invoice will be payable upon receipt. Cards; packaging and point-of-purchase marketing materials are available and priced on a per bundle basis, based on current rates. All production and delivery tjmeframes and costs provided by Paymentech are estimates only and Paymentech does not guarantee any specific date of delivery or price for cards produced by third parties. Merchant is responsible for all production costs and delivery charges for cards. The form and content of all cards will be subject to Paymentech's approval. 15.2 Compliance and Warranties. Merchant is solely responsible for complying with all applicable laws relating to Merchant's Payment Instruments for Stored Value Transactions ("SY Payment Instruments") and Merchant agrees to indemnify and hold Paymentech, the Payment Brands, and their respective affiliates, officers, directors, employees and agents harmless from any loss, damage or claim relating to or arising out of any failure to comply with applicable laws in connection with Merchant's SV Program. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY BY PAYMENTECH THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS. ANY SECURITY MECHANISMS INCORPORATED IN THE SERVICES HAVE INHERENT LIMITATIONS, AND MERCHANT MUST INDEPENDENTLY DETERMINE THAT SUCH MECHANISMS ADEQUATELY MEET MERCHANT'S SECURITY AND RELIABILITY REQUIREMENTS. BY USING THE SERVICES, MERCHANT REPRESENTS THAT MERCHANT HAS SO DETERMINED . . 15.3 Indemnity. In the event of any loss, theft, disappearance of or damage to data that is transmitted electronically in connection with the SV Program, Merchant agrees to indemnify and hold harmless Paymentech, the Payment Brands, and their respective affiliates, officers, directors, employees and agents, with respect to such. Merchant is solely responsible for monitoring the legal developments applicable to the operation of Merchant's SV Program and ensuring that Merchant's SV Program complies fully with such requirements as in effect from time to time. Merchant acknowledges that Paymentech cannot reasonably be expected to monitor and interpret the laws applicable to its diverse customer base, and has no responsibility to monitor or interpret laws applicable to Merchant's business. 15.4 Fraud. Merchant hereby agrees (i) that Merchant is responsible for ensuring that all SV Payment Instruments require activation at the point of sale; (ii) to provide notification in writing to Paymentech of any fraud losses by type fifteen ( 15) days following the end of each calendar quarter; (iii) that Merchant will be solely responsible for any and all value adding and fraud losses and expenses relating to or arising from Merchant's SV Program; (iv) to discourage transportation of groups of sequentially numbered SV Payment Instruments; and (v) to deactivate or otherwise remove all value from SV Payment Instruments that have been compromised. Merchant shall be responsible for any fraudulent transactions involving Merchant's SV Payment Instruments, including, without limitation, the unauthorized activation of SV Payment Instruments, reloading of existing SV Payment Instruments (whether pursuant to a manual telephone order or otherwise) with additional value, or the unauthorized replication of SV Payment Instruments or SV Payment Instrument data for fraudulent transactions.

16. INTELLECTUAL PROPERTY. Paymentech retains all ownership and copyright interest in and to any and all intellectual property, computer programs, related documentation. technology, know-how and processes developed by Paymentech, and provided in connection with this Agreement (collectively, the "Intellectual Property"), and Paymentech grants Merchant anon-exclusive license to use the Intellectual Property for the limited purpose of performing under this Agreement. Unless otherwise provided in a separate agreement between Merchant and Paymentech, any equipment, terminals or machinery provided by Paymentech but not developed by Paymentech, is being licensed or purchased by Merchant directly from the manufacturer or developer of such machinery or Intellectual Property. Merchant acknowledges that the license granted herein is limited to Merchant's own use exclusively and that Merchant does not have the right to sub-license any of the Intellectual Property in either their original or modified form. Merchant agrees that Merchant will not reverse-engineer, disassemble or decompile the Intellectual Property. Merchant shall not give any third party, except Merchant's employees, access to the Intellectual Property without Paymentech's prior written consent

17. EQUIPMENT. 17.1 Merchant-Provided/Owned Equipment. If Merchant uses Equipment that is not provided by Paymentech, Merchant must ensure that it complies with Payment Brand· requirements, including security and chip functionality requirements, at all times. If Merchant's Equipment is lost or stolen Merchant agrees to notify Paymentech immediately. Merchant will supply Paymentech with any certification of compliance as requested from time to time by the Payment Brands.

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17.2 Paymentecb Provided/Owned Equipment. If Merchant uses Equipment provided by Paymentech or by a designated service provider, Paymentech will arrange for Merchant's Equipment to be delivered. The Equipment, including terminals Paymentecb provides, are Paymentech's property and will not become a fixture under any circumstances. Merchant agrees to reimbur: Paymentech, Member, and their respective affiliates, officers, directors, employees and agents against any loss, damage or expen!., resulting from: (i) Merchant's use or any misuse of the Equipment and any accompanying parts supplied to Merchant or (ii) another person obtaining a right or an interest in any of Paymentech's terminals. Merchant does not have the right to sub-lease the Equipment. If Merchant's Equipment is lost or stolen or tampered with, Merchant agrees to notify Paymentech immediately. Merchant is responsible for any loss, theft or damage to any Equipment Paymentech has provided to Merchant, except for nonnal wear and tear. Merchant agrees to allow Paymentech to inspect Merchant's Equipment periodically and, at Paymentech's option, repair it. If Paymentech requests, Merchant will tell Paymentech where each terminal is at any time and who is in possession of it. Paymentech has the right to replace Paymentech's Equipment with any other type of Equipment if Paymentech believes it is necessary. 17.2.1 Leasing Company Equipment. If Merchant uses Equipment provided by a Leasing Company, Paymentech or the Leasing Company will arrange for Merchant's Equipment to be delivered. If the Leasing Company Equipment is lost or stolen Merchant agrees to notify Paymentech immediately. Merchant agrees to reimburse Paymentech, Member, and their respective affiliates, officers, directors, employees and agents against any loss, damage or expense resulting from Merchant's use or misuse of the Leasing Company Equipment and any accompanying parts supplied to Merchant. Merchant agrees to allow Paymentech to inspect the Leasing Company Equipment periodically and, at Paymeiltech's option, repair or replace it with any other type of Leasing Company Equipment. If Paymentech requests, Merchant will tell Paymentech where each Leasing Company terminal is at any time and who is in possession of it and if Paymentech requests, Merchant will return the Leasing Company Equipment to Paymentech. 17.3 Installation of Equipment. Merchant agrees to install and activate such Equipment and any accompanying parts supplied to Merchant in accordance with Paymentech's procedures. If Merchant needs to move any Equipment to another location after it has been installed, or if multiple pieces of Equipment are being moved or exchanged, Merchant will notify Paymentech in advance and pay any expenses to have it moved. Prior to installing the Equipment in Merchant's place of business, Merchant will ensure compliance of all electrical, communication, and other physical facilities with all applicable laws and regulations that relate to the installation of the Equipment. Unless Paymentech tells Merchant that Paymentech is ordering telecommunications facilities or Merchant has made some other arrangement with Paymentech for them, Merchant will order the telecommunications facilities needed to link the Equipment with Paymentech's network. Merchant will pay all costs associated with this. 17.4 Using the Equipment. Merchant will use all Equipment and any accompanying parts supplied to Merchant according to Paymentech's procedures and applicable laws. Merchant acknowledges that Equipment can be used for transactions and services that are not covered under this Agreement or in any other agreements Merchant has with Paymentech (such as communicating with issuers of other types of Payment Instruments). Merchant agrees that Paymentech is not responsible for such Transaction Data or for an· failure of a terminal to communicate with other persons, including other Payment Brands. Merchant may upgrade Merchant' Equipment to another type during the term of the Agreement, so long as the Equipment is certified to communicate with Paymentech's networks. Merchant may have to pay an upgrade fee and/or pay a higher fee. 17.5 Canceling Merchant's Equipment Rental Merchant can cancel the rental of Equipment from Paymentech at any time by returning the Equipment (or any portion or piece) Paymentech sent to Merchant. If Merchant returns the Equipment less than twelve (12) months after the date Paymentech shipped it to Merchant, Merchant agrees to pay a terminal service charge, unless Merchant has negotiated seasonal pricing. The amount of this service charge is equal to eighteen (18) months of rent on Merchant's Equipment (or attributable to that portion or piece of the Equipment that Merchant is canceling), including applicable taxes, minus the rent for that portion or piece of Equipment that Merchant has already paid to Paymentech. Merchant will owe Paymentech fees until Merchant returns Paymentech' s Equipment to Paymentech and Paymentech receives it.

18 MISCELLANEOUS. 18.1 Taxes. Unless Merchant is otherwise exempt, and, if applicable, provides a valid exemption certificate, Merchant agrees to pay any taxes imposed on the services, Equipment, Intellectual Property, supplies, and other goods purchased or tangible property provided under this Agreement, and Merchant authorizes Paymentech to increase the amount collected from Merchant to reflect any and all assessments or increases in the sales, use, excise, goods and services, value added, occupational, property, lease, or other taxes imposed on such sale or lease of services, tangible property, Intellectual Property, Equipment, supplies, and other goods purchased. 18.2 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or descnoe the scope or intent of this Agreement. 18.3 Assignment. Any transfer or assignment of this Agreement by Merchant, by operation of law, merger, or otherwise without Paymentech' s prior written consent is null and void. In the event of such transfer or assignment, the party to whom the Agreement was transferred or assigned shall be bound to the terms and conditions of this Agreement to the same extent as if Paymentech, Member and such assignee or transferee, as the case may be, entered into an agreement identical to this Agreement on the effective date of such transfer or assignment. Furthermore, Merchant shall indemnify and hold Paymentech and Member harmless fro~ all liabilities, Chargebacks, expenses, costs, fees, and fines arising in connection with the submission of Transaction Data to Paymentech by such transferee or assignee. For purposes of this Agreement any transfer of voting control of Merchant or its parent, or the sale of all or substantially all of Merchant's assets, shall be considered an assignment or transfer hereof. Upon notice to Merchant, another Payment Brand member may be substituted for Member under whose sponsorship this Agreement is perfonned and for whom Paymentech is acting as agent hereunder. Subject to Payment Brand Rules, Paymentech may assign or transfer this Agreement and its rights an obligations hereunder and may delegate its duties hereunder, in whole or in part, to any third party, whether in connection with ~ · change in sponsorship, as set forth in the preceding sentence, or otherwise, without notice to or consent of Merchant. No receiver, interim receiver, receiver-and-manager, trustee-in-bankruptcy, sheriff, monitor or other officer of the court, assignee for the benefit of

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creditors, bailiff or other person charged with taking custody of a party's assets, undertakings, property or business shall have any right to continue or to assume or to assign this Agreement · 18.4 Amendment Except as otherwise set forth in this Agreement, the Agreement may be amended only by written agreement of the parties. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Payment Brand Rules, government entity or any third party with jurisdiction over the matters described herein, such amendment will be effective immediately. Merchant's electronic signature or continued submission of Transactions to Paymentech following such notice will be deemed to be Merchant's acceptance of such amendment 18.5 Parties; Independent Contractor. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, administrators, representatives, and permitted successors and assigns. Merchant agrees that it is responsible for its employees' actions. In providing services to Merchant, Paymentech will not be acting in the capacity of agent, partner, or joint venturer; Paymentech is acting solely as an independent contractor. 18.6 RepresentationS. Merchant represents and warrants that statements made on its Application are tnie as of the date of this Agreement. Merchant represents and warrants that (a) its execution of and performance under this Agreement in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement between Merchant and any third party or any affiliated entity; (b) its execution of and performance under this Agreement has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; (c) the person(s) signing this Agreement on behalf of Merchant is duly authorized to do so; (d) Merchant shall perform its obligations under this Agreement in compliance with all applicable laws; and (e) Merchant is not a United States person or otherwise a United States legal entity for the purposes of the United States Internal Revenue Code. 18. 7 Publicity. Each party agrees that any other party may publicly disclose, through press releases or otherwise, the existence of the business relationship that is the subject of this Agreement. Any such disclosure may identify the parties by name but shall not, without the prior written consent of the non-disclosing party, include any of the terms of this Agreement. 18.8 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, including any Payment Brand Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement. 18.9 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. 18.10 Entire Agreement The Payment Brand Rules, Operating Guide, Application, taxpayer identification and certification documentation, and all schedules, supplements, and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of Paymentech or its representatives. This Agreement shall prevail over any conflicting terms of any agreement governing the Settlement Account. 18.11 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and may be incorporated into Merchant Statements and either hand delivered, faxed, mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 18.12 Governing Law; Waiver of Right to Contest Jurisdiction; Waiver of Jury Trial. TIDS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO WITHOUT REFERENCE TO CONFLICT OF LAW PROVISIONS. ANY ACTION, PROCEEDING, LITIGATION, OR MEDIATION RELATING TO OR ARISING FROM nns AGREEMENT MUST BE BROUGHT, HELD OR OTHERWISE OCCUR EXCLUSIVELY IN TORONTO, ONTARIO, CANADA AND THE PARTIES HEREBY ATTORN TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF TORONTO, ONTARIO. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO CONTEST JURISDICTION OR VENUE. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WANE ANY RIGHTS EITHER OF THEM MAY HA VE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. 18.13 Compliance with Laws, Regulations and Privacy Policy. Each party shall comply with all laws and regulations and Payment Brand Rules applicable to the operation of its business, including without limitation any applicable privacy laws. A copy of Paymentech's privacy policy is available on its internet website. 18.14 Force Majeure. Neither party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labour strife, riots, war, terrorist attack, non­perfonnance of Paymentech's vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section 18.14 will affect or excuse Merchant's liabilities and obligations for Chargebacks, refunds, or unfulfilled goods and services. 18.15 French Language. TIIE PARTIES HEREBY ACKNOWLEDGE THAT THEY HA VE REQUIRED THIS AGREEMENT AND ALL RELATED DOCUMENTS TO BE DRAWN UP IN THE ENGLISH LANGUAGE. LES PARTIES RECONNAISSENT AVOIR DEMANDE QUE LE PRESENT CONTRAT AINSI QUE LES DOCUMENTS QUI S'Y RATTACHENT SOIENT REDIGES EN LANGUE ANGLAISE 18.16 Counterparts, Facsimile and Electronic Signature. This Agreement may be executed in.several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature.

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18.17 Survival. The provisions of Sections J.3, 4.2, 4.4, 4.5, 4.6, 5, 6, 7, 9, 102, J0.3, 10.4, 10.5, 11, 12, 14, 15, 16, 17, 18 and 19 shall survive the termination of this Agreement.

19. DEFINITIONS. "Application" means a statement of Merchant's financial condition, a description of the characteristics of Merchant's business or organization, and related information Merchant has previously or concurrently submitted to Paymentech, includiiig credit, financial and other business related information, to induce Paymentech to enter into this Agreement with Merchant and that has induced J>aymentech to process Merchant's Transactions under the terms and conditions of this Agreement. "Chargeback" means a reversal of a Transaction Merchant previously presented to Paymentech pursuant to Payment Brand Rules "Chase Paymentech Gift Card" means a stored value and/or loyalty card or account, the transactions of which are processed exclusively by Paymentech, that is issued by Merchant (or a group of merchants, of which Merchant is a member) to a Customer for use only to make purchases from Merchant or other members of such group. A Chase Paymentech Gift Card account consists of an account funded by a Customer either through a payment to the Merchant or another member of such group; by the return of goods initially purchased with such account; or by the Merchant or another member of such group in the case of a promotion or the rewarding of the Customer via a loyalty program. "Conveyed Transaction" means any Transaction conveyed to a Payment Brand for settlement by such Payment Brand directly to Merchant. "Customer" means the person or entity to whom a Payment Instrument is issued or who is otherwise authorized to use a Payment Instrument. "Data Compromise Event" means an occurrence that results, or could result, directly or indirectly, in the unauthorized access to or disclosure of Transaction Data and/or Payment Instrument Information. "Effective Date" means the date the Agreement takes effect pursuant to Section 10.1. "Equipment' is a point-of-sale terminal or other software, hardware or other Payment Instrument processing equipment used by Merchant to obtain Payment Instrument information and transmit Transaction Data to us. "Leasing Company" is a service provider designated by Paymentech. "Merchant' means the legal entity identified in the Application and on the first and signature pages of this Agreement. "Member' means the entity(ies) providing sponsorship to Paymentech as required by all applicable Payment Brands. Member is a

principal party to this Agreement and Merchant's acceptance of Payment Brand products is extended by the Member. "Payment Application" means a third party application used by Merchant that is involved in the authorization or settlement of Transaction Data. "Payment Brand" means any payment method provider whose payment method is accepted by Paymentech for processing, includinr .·· . without limitation, MasterCard International Inc., Visa International, Inc., Visa Canada, Interac, Acxsys Corporation, other credit ar · · debit card providers, debit network providers, Chase Paymentech Gift Card, and other stored value, and loyalty program providers. Payment Brand also includes the Payment Card Industry Security Standards Council. "Payment Brand Rules" means all bylaws, rules, programs, and regulations, as they exist from time to time, of the Payment Brands. "Payment Instrument' or "Payment Cartf' means an account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representatives or members of a Payment Brand that Merchant accepts from Customers as payment for a good or service. Payment Instruments include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates, and credit accounts. "Payment Instrument Information" means information related to a Customer or the Customer's Payment Instrument, that is obtained by Merchant from the Customer's Payment Instrument, or from the Customer in connection with his or her use of a Payment Instrument (e.g., a security code, a PIN number, credit limits, account balances, or the customer's postal code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Payment Instrument account number and expiration date, the Customer's name or date of birth, PIN data, security code data (such as CVV2 and CVC2), and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically, or otherwise stored thereon. For the avoidance of doubt, the data elements that constitute Payment Instrument Information shall be treated according to their corresponding meanings as "cardholder data" and "sensitive authentication data" as such terms are used in the then current PCI DSS. "Payment Transaction" is a Transaction other than a Stored Value Transaction or a Conveyed Transaction. "Personal Information" is information which relates to an individual and allows that individual to be identified. "Refunff" means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services, and any adjustment of a Transaction. "Refund Policy" means a written policy with regard to Refunds. "Retrieval Request' means a request for information by a Customer or Payment Brand relating to a claim or complaint concerning a Transaction. "Service Provider'' means any party that processes, stores, receives, transmits, or has access to Payment Instrument Information on Merchant's behalf, including, without limitation, its agents, business partners, contractors, and subcontractors. "Security Standards'' means all rules, regulations, standards, or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, storage, processinp transmission, and handling of Payment Instrument Information, including, without limitation, the Payment Card Industry Da Security Standards ("PCI DSS"), Visa's Account Information Security program ("AIS"), Discover's Information Security &.

Compliance program (DISC), American Express's Data Security Operating Policy (DSOP), MasterCard's Site Data Protection

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Program ("SDP"), the Payment Card Industry's Payment Application Data Security Standard ("PA DSS"), MasterCard's POS Terminal Security program, and the Payment Card Industry _PIN Transaction Security program (PCI PTS), in each case as they may be amended from time to time. "Settlement Account" means an account at a financial institution designated by Merchant as the account to be debited and credited by Paymentech for Transactions, fees, Chargebacks, and other amounts due hereunder or in connection herewith (including without limitation, assessments, fines, and-penalties). "Settled Transaction" means a Transaction conducted between a Customer and Merchant utilizing a Payment Instrument in which

consideration is exchanged between the Customer and Merchant for the purchase of a good or service or the Refund of such purchase and the value for such Transaction is settled by the Payment Brand through Paymentech to the Merchant. "Stored Value Card Transaction" means a Transaction in which a Customer adds or redeems value to or from a stored value card,

gift card, or loyalty Payment Instrument issued by or on behalf of Merchant. "Transaction" means a transaction conducted between a Customer and Merchant utilizing a Payment Instrument in which consideration is exchanged between the Customer and Merchant "Transaction Data" means the written or electronic record of a Transaction including, without limitation, an authorization code or settlement record, which is submitted to Paymentech "Transaction Receipt' means an electronic or paper record of a Transaction generated upon CO!llpletion of a sale or Refund, a copy of which is presented to the Customer.

IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement.

Agreed and Accepted by:

RED LABEL VACATIONS INC

Frenk DeMarinis Print Name and Title

February 4, 2013 Date

5450 Explorer Dr Address

Mississauga, Ont, IAW SN! City, Province, Postal Code

By (authorized signature)

Print Name and Title

Date

Address

City, Province, Postal Code

~ '

Select Metdlant Payment Instrument Proa?sslng .Aqreement- Rev. 11/2012

Agreed and Accepted by:

CHASE PA YMENTECH SOLUTIONS, for itself and on behalf of The Bank ofNova Scotia and JPMorgan Chase Bank. N.A.

By

Name

Title

Date

Address: I 00 Consilium Place, Suite 1700, Toronto, Ontario, M1H3E3

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Pre-Authorized Debit Agreement

1. Merchant acknowledges that this authorization (the "Authorization"). is provided for the benefit of Paymentech and Merchant financial institution (the "Financial Institution") and is provided in ~nsideration of the Financial Institution agr~ein,g to process all debits against Merchant's account(s) (the "Settlement Accounf') in accordance with the Rules of the Canadian Payments Association .

. 2. Merchant warrants and guarantees that all persons whose signatures are required to sign on the Settlement Account have signed the Agreement.

3. Merchant hereby authorizes Paymentech to draw on the Settlement Account for the purpose of paying Paymentech all regular occurring payments required under the Agreement (as hereinafter defined) including, but not limited to the following regular payments: all payments required to establish a Reserve Account, the payment of all fees, charges and other amounts Merchant has agreed to pay for services under the Agreement, all paym~nts of Refunds and Chargebacks (as defined in the Agreement), all payments of fees, charges, fines, assessments, penalties or other liabilities that may be imposed on Paymentech or Merchant, and all related costs and expenses incurred by Paymentech, and any other amounts owing to Paymentech pursuant to the Agreement or any other agreement between Merchant and Paymentech (a "pre-authorized debit" or "PAD"). In particular, Merchant agrees that if any payment is dishonoured by Merchant's Financial Institution for any reason, Paymentech shall be entitled to issue another debit in substitution for the dishonoured debit. Paymentech shall be under no liability whatsoever caused by a dishonotired debit.

4. Merchant acknowledges that provision and delivery of this Authorization to Paymentech constitutes delivery by Merchant to the Financial Institution. Any delivery of this Authorization to Paymentech constitutes delivery by Merchant.

5. Merchant acknowledges that the debits authorized pursuant to this Authorization are for business purposes.

6. The details of the Settlement Account that Paymentech is authorized to draw upon is set out in (a) the specimen cheque that has been marked "VOID" or (b) Paymentech's Settlement Account verification form or (c) such other document approved by Paymentech. Merchant undertakes to forthwith inform Paymentech in writing of any change to the Settlement Account information provided in this Authorization.

7. Merchant acknowledges that the Financial Institution is not required to verify that (i) a PAD has been issued in accordance with the particulars of this Authorization or (ii) any purpose of payment for which the PAD has been issued has been fulfilled b· Paymentech as a condition to honouring a PAD issued on Merchant's Settlement Account.

8. 1bis Authorization may be cancelled at any time upon notice by Merchant. Merchant acknowledges that in order to revoke this Authorization, Merchant must provide notice of revocation to Paymentech. Merchant acknowledges that it could take up to 10 business days after Paymentech's receipt of such'notice to implement the revocation. Paymentech may debit the Settlement Account up until the time when the revocation is implemented by Paymentech. Revocation of this· Authorization does not terminate the Agreement between Merchant and Paymentech. The PAD Agreement applies only to the °lnethod of payment and does not otherwise have any bearing on the Agreement. Merchant understands that this Authorization may be cancelled at any time by written notice from Merchant to Paymentech which notice shall be effective 10 days after receipt. To obtain a sample cancellation form, or for more information on the right to cancel this Authorization, Merchant may contact Merchant's Financial Institution or visit www.cdnpay.ca.

9. Merchant understands that Merchant has certain recourse rights if any debit does not comply with this Authorization. For example, Merchant has the right to receive reimbursement for any debit that is not authorized or is not consistent with this Authorization. To obtain more information on Merchant's recourse rights Merchant may contact Merchant's Financial Institution or visit www.cdnpay.ca.

10. A PAD may be disputed by Merchant in accordance with the Rules of the Canadian Payments Association. In order to be reimbursed, Merchant acknowledges that a declaration must be completed and presented to the Financial Institution holding the Settlement Account up to and including 10 business days after the date on which the PAD in dispute was posted to the Settlement Account. Merchant acknowledges that a claim that the Authorization was revoked or any other reason is a matter to be resolved solely between Paymentech and Merchant when disputing any PAD after 10 business days.

11. Merchant acknowledges that Merchant understands the terms hereof and Merchant accepts and agrees to participate in this PAD arrangement with Paymentech.

12. Merchant acknowledges that Paymentech may assign this Authorization, whether directly or indirectly, by operation of law, change of control, or otherwise, by providing at least 10 days prior written notice to Merchant

13. Merchant understands that Merchant can contact Paymentech at the address noted below to make any inquiries, obtain infonnation or seek any recourse rights: P.O. Box 466, Station D, Toronto, Ontario, MIR 5B8, Telephone: 1-800-265-5158 Fax: 1-866-317-0678. ·

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14. Merchant consents to the disclosure of any personal information that may be contained in this Authorization to the Financial Institution at which Paymentech maintains its account to be credited with the P ADs as far as any such disclosure of personal information is directly related to and necessary for the proper application of the Rules of the Canadian Payments Association.

15. Merchant understands and agrees to the foregoing terms and conditions and, in particular, Merchant hereby waives the right to receive any notice from Paymentech of the amount to be debited to the Settlement Account and the dates on which the debits will be processed, as well as notice of any and all future changes to the amounts or payment dates.

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Chase Paymentech Solutions • USD Red Label Vacations Inc.

Schedule A to Mere ant Agreement Assum tions and Fees

Assumptions

Fees

MasterCard I Visa Sales Volume Average Transaction Size Chargeback % Number of Locations Number of Debit Card Transactions Foreign Card Volume Estimate Return Volume Estimate

$4,000,000 $1,000

0.025% 3 0

2.00% 2.30%

1. Initiation and Service Fees:

2. Transaction Fees:

Annual Fee NIA Application Fee ............................................................................................... 1------=":i;10.-:o:,,;io Plnpad Encryption Fee ............................................................................................... 1-----....-....,,N.,..,/A~ Monthly Admin Fee (per location) ............................................................................................... $5.95

Monthly leased terminal maintenance fee (per terminag:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::·+-----""';;;N;:;;/A;.i

Internet Product Orbital Gateway 125.00 Setup Fee (per location)

Monthly Fee (per location) Transaction Fee

................................................................................................ ___ ......,$""3""o.-=o~o

................................................................................................ ___ __,$""0""'.0""5~0

Wireless Product ................................................................................................ ...._ __ __;:;..;...;.;~

Setup Fee (per terminal) Monthly Wireless Network Fee (per terminal)

Safetech Encryption: Setup Fee (per terminal) Transaction Fee

::::::::::::~~::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::1-l ------$1_.o....,oNJ..,.,.o,,-i~I ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::1-l ----~..,.,~A,,-iAI

Settled Visa Per Item Fee (Sale + Return) Settled MasterCard Per Item Fee {Sale +Return) Reb.Jm Transaction Per Item Fee - Visa Return-Transaction Per Item Fee • MasterCard MasterCard International Transaction Processin Fee_, ............................................................................................. .. Am . g .............................................................................................. . Dis::;, ';J~~riv~~t~~b~~=r~t'!t{~~le + Retum ............ : ................................................................... : ............. . lnterac Debit Per Item (Sale + Return) .L ... _ .................................................................................. .. Maestro Debit Per Item (Sale + Return) ............................................................................................. ..

Settled Visa Debit and Visa Debit Standard Per Item Fee"saia··+·Retuiii"""'""""""'"'"'"""""""""""''""'""""" lnterac Online Per Item (Sale+ Return) { . ) ........................................................... . Small Ticket Transaction Fee (may vary depending on'averaige"ffi:'kefsiZer ....................................................... . • Fee for tile processing of inlemalional trensaetlons as dalinad by Masle/Canl ...................................... ..

NIA NIA

$0.500 $0.500

US$0.125 $0.050 $0.050 $0.070

N/A NIA NIA N/A

3.Authorizatiori Fees: Voice Authorization MasterCard I Visa Authorization ::=:::~~:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::1-l -----,~z.:~,....,:g,,.,,g""4~1

r- I

Date: ---------29374.18020130403162730 (Month I Day I Year)

378

379

4. Gift Card Fees: Gift Card Program None

Monthly Plan Fee (per location) ································-····························································· Monthly Gift Card Only Merchant Fee (per location) ·····-··························· .. ·············-·······································-··· Authorization Fee•

NIA NIA

$ -Block Activation Fee (per card) Setup Fee (per location) ················-··-·-·········-·······-··-····-······-·························-·····

3rd Party Card Data File Fee (per card-. Minimum $16o'jie'i'frie)' ............... :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: Web Balance Inquiry Setup Fee (per branded application) ........................................................... .

$ -NIA NIA NIA

........................................................................ u ........................ ...

Web Balance Inquiry Monthly Fee (per branded application) ........................................................... . N/A ·Cards, Packaging & Poinl-oliJurchase marlceting matenals are available and priced on a par run basis, based on current rates. These rates are shown on lhe Gilt Card Materials Order Form. You am required lo pun:hase your stored value cards ~om us. You must process aD your stored value card transactions with us lor al least 3 years from lite effective dale of this Agraament (Iha 'Tenn"). If you lermina!e this Agreement prior to Illa expirallon ol the Term, you &!Jlee to pay as llquldated damages an amount equal to Ute Gift Card lees you paid us lhe prevloos month tines the months remaining in the Term. Such amount will be funded, to lhe extent possible, according to lhe same methOOs lor ccUectlng amounts c1Je under Section 4.5 ol lhls Agreemenl. ·

5. Reporting Options: - ................................................................................................... 1 ____ N_l_AI Resource Online Monthly Fee

6. Discount Information MasterCard I VJSa Credit Discount Rate On Gross Sales

MasterCard Rate Visa Rate

MasterCard Assessment Fee (Before July 1st 2013) MasterCard Assessment Fee (Effective July 1st 2013)

Visa Assessment Fee MasterCard Cross Border Assessment Fee•

Visa International Service Fee Visa Cross Border Assessment Fee·- Multi Currency

Visa Cross Border Assessment Fee - Single Currency (Before October 19 2013) Visa Cross Border Assessment Fee - Single Currency (Effective October 19 2013)

Non-Qualified Transaction Processing Fee Non-Qualified Interchange .. Target Qualification Level - MasterCard Target Qualification Level - Visa

0.100% 0.100% 0.064% 0.077% 0.080% 0.800% 0.400% 0.400% 0.400% 0.800%

N/A No

NIA N/A

• Fee assessed tor aoss-border ltansactions for non-Canadian Issued MasterCatd, Cirrus, or Massuo credil or debit transactions acqu~ed tram Canadian merthants and submitted I~ MasterCatd.

Visa Debit Discount Rate On Gross Sales

... Applies 10 VlSa Debit transactions Inserted or tapped at the point-of-sale

•m Applies to Visa Debh lransactions olher Jhan insert1d or tapped transactions Qnduding, wilhout nmitalion, card-noliJ18S8nt or any premium debit cards)

lnterac Debit Discount Rate On Gross Sales lnterac Online Discount Rate On Gross Sales ::::::::::::::::::::::::::::::::::::::::::::=~~:::::::::::::::::::::::::::::::::::::1-l -----,,~.,;;~~~1 Pass-Through of Payment Brand Fees (including, without limitation, aedit & debit interchange, assessments and any other Payment Brand fees) Discount Frequency:

\

Merchant Signature: X ~4) ~ /

Monthly

Date: 29374.18020130403162730

I Yes I

(Month I Day I Year)

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. . ·. 1 ... :-.

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7. Monthly Equipment Fees: Per Unit Equipment Tvce

N/A N/A NIA NIA NIA

Imprinter $1.00 NIA

8. Processing Fees: Minimum Monthly Discount Fee (for each of Visa & MC?l ............................................................................................ 1-------::~~~.;;.g:;.;;g.;;.ig Chargeback Processing Fee (per chargeback) ................................................................................................ -----'-'--"'N'""IA..,.... Statement Fee Statement only .................................................................... ----~

9. Others: NIA NIA N/A N/A N/A N/A

Onetime fee ............................................................................................... Other monthly fee .............................................................................................. . Terminal Set-up Fee (per terminal) ..... "' ...................................................................................... . On-site Equipment Installation Fee .............................................................................................. . On-site Wireless Consultation Fee (per location) .............................................................................................. . Jnterac Online I Acxsys Testing and Technical Suppo~ ............................................................................................. .

ADDITIONAL INFORMATION ABOUT YOUR FEES

Interchange A significant amount o! the fees that we charge you for processing your credit card transactions represent charges that we must pay to the card issuing banks (or that are

otherwise charged to us by MasterCard and Visa) under MasterCard and Visa (the 'Payment Brands') rules. These charges are often referred to as 'Interchange fees· or simply 'Interchange'. Interchange fees are set by the Payment Brands based upon a series of Interchange levels that they estabfish and modify from time to time. Thus, the Interchange fee charged for a given transaction depends on the Interchange level applicable to that transaction; and that Interchange level depends on a number of factors established by the Payment Brands, such as the type of card presented, specific information contained in the transaction, how and when the transactlon Is processed, your industry and other factors. For a transaction to qualify at any specific Interchange level, the applicable quaU!ication criteria must be met. Note that the Payment Brands may add new Interchange levels ancl change the Interchange rates and qualification criteria for existing Interchange levels.

' ,

29374.18020130403162730 Date: ..,..--.-c-:::---:--,.----

(Month I Day I Year)

380

381

Chase Paymentech Solutions ·CAD Red Label Vacations Inc.

Schedule A to Merchant Agreement Assum tlons and Fees

Assumptions

Fees

MasterCard I Visa Sales Volume Average Transaction Size Chargeback % Number of Locations Number of Debit Card Transactions Foreign Card Volume Estimate Return Volume Estimate

$382.000.000 $1,000 0.025%

125 101,600

2.00% 2.30%

1. Initiation and Service Fees:

2. Transaction Fees:

Annual Fee Application Fee Pinpad Encryption Fee

Monthly Admin Fee (per location) :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: Monthly leased terminal maintenance fee (per termina!L ......................................................................................... . .. Internet Product: Orbital Gateway

N/A $0.00

NIA $5.95

N/A

SetUp Fee (per location) Monthly Fee (per location) Transaction Fee

Wireless Product:

................................................................................................ ..._ __ ..;;.1,;..;:2:.;:5.:..;;·0"'"10

................................................................................................ 1----..:.:$3:.:0.:.::.D.=..iO

................................................................................................ .__ __ ..:;.;$0;.;.;.0;.;;;5=0 Setup Fee (per terminal) Monthly Wireless Network Fee (per terminal)

Safetech Encryption: Setup Fee (per terminal) Transaction Fee

:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::1-1----"-$1"'"'0_,0N"'.~A~OI :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::, ...... , ---'-~~~~!

Settled Visa Per Item Fee (Sale + Return) Settled MasterCard Per Item Fee (Sale + Return) Return Transaction Per Item Fee - Visa Return Transaction Per Item Fee - MasterCard MasterCard International Transaction Processing Fee::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: American Express Per Item (Sale+ Return) .............................................................................................. . Discover I JCB /-Private Label Per Item (Sale+ Retum.L .......................................................................................... . lnterac Debit Per Item (Sale + Return) Maestro Debit Per Item (Sale + Return) ............................................................................................ ...

Settled Visa Debit and Visa Debit Standard Per Item Fee"(&iia··+·Reiumr:::::::::::::::::::::::::::::::::::::::::::::::::::: lnterac Online Per Item (Sale+ Return) .............................................................................................. . Small Ticket Transaction Fee (may vary depending on average ticket size} ......................................... . • Fee for the processing of International transactions as defined by MastetCard

NIA NIA

$0.500 $0.500

US$0.125 $0.050 $0.050 $0.070

NIA NIA

$1.500 N/A

3.Authorization Fees: Voice Authorization MasterCard I Visa Authorization :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::li----.;;;~~;.:;:~;.;~~~1

Date: ---------29380.180201304031627 45 (Month I Day I Year)

I I I I I I I I I I I I I I I I I I I

I I I I I I I I I I I I I I I I I I I

4. Gift Card Fees: Gilt Card Program None Monthly Plan Fee (per location) N/A Monthly Gift Card Only Merchant Fee (per location) N/A Authorization Fee* $ -Block Activation Fee (per card) Setup Fee (per location) ............................................................................................. ..

· 3rd Party Card Data File Fee (per card - Minimum $16il'per'fiie)"""""""'":::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: Web Balance Inquiry Setup Fee (per branded application) ........................................................... .

$ -N/A NIA NIA

Web Balance Inquiry Monthly Fee (per branded application) ........................................................... . N/A • Cards, Packaging & Point-of-purchase marketing malarials are avallable and priced on a per run basis, based on current rates. These rates are shewn on the Gift Card Materials Order Form. You are requ~ed to purchase your stored value cards from us. You must process an your storad value card transadions with us for at least 3 years lrnm Iha effective date of this Agreement (Iha 'Term'). If you terminate this Agreement priar to the expiration of the Term, you agree to pay as Hquidated damages an amount equal to tile Git Card fees you paid us the prevfoos month trnes the months remaining in the Term. SlSch amount w~ ba funded, to lhe extem possible, accordin!I to the same methods for collecting amounts Q'ue under Section 4.5 of this Agreement

5. Reporting Options: Resource Online Monthly Fee ..................................................................................................... 1 ____ N_/A~I

6. Discount Information MasterCard I Visa Credit Discount Rate On Gross Sales

MasterCard Rate Visa Rate

MasterCard Assessment Fee (Before July 1st 2013) MasterCard Assessment Fee (Effective July 1st 2013)

Visa Assessment Fee MasterCard Cross Border Assessment Fee•

Visa International SeNlce Fee Visa Cross Border Assessment Fee - Multi Currency

Visa Cross Border Assessment Fee - Single Currency (Before October.19 2013) Visa Cross Border Assessment Fee - Single Currency (Effective October 19 2013)

Non-Qualified Transaction Processing Fee Non-Qualified Interchange•• Target Qualification Level - MasterCard Target Qualification Level - Visa

0.100% 0.100% 0.064% a.on% 0.080% Q.400% 0.400% 0.400% 0.400% 0.800%

NIA No

NIA NIA

• Fee assessed tor cross-harder transactions for non.Canaman issued MastaiCard, Cirrus, or Maestro creclll or deblt transacllons acquired from Canadian merchants and submitted to Masteiearr1.

Visa Debit Discount Rate On Gross Sales

"' Applies to Visa Debit transactions inserted or tapped al the point-of-sale

.... AppDes to VlSa Debit transactions other !Ian inserted or tapped 1ransactions Qncludlng, without HmitaUon, card-not-present Of any premium debit cards)

:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::t-l ---0""".o""'oN/"'"0°~~1 lnterac Debit Discount Rate On Gross Sales . lnterac Online Discount Rate On Gross Sales

Pass-Through of Payment Brand Fees (including, without limitation, credit & debit interchange, assessments and any other Payment Brand fees) I Discount Frequency: Monthly

Mercha~tSignature:X ~~~ ~

Date: (Month I Day I Year) 29380.180201304031627 46

382

383 7. Monthly Equipment Fees:

8. Processing Fees:

9. Others:

Equipment Tvoe Verifone Vx810 Duet lngenico IWL220 B w/ Versatile base lngenico IWL220 B w/ Charging base lngenico IWL220·G lngenico ICT220 w/ IPP320 Pinpad Imprinter

Quantity

117 ··-···-········ .. ······"··· .. ·····-··· ................ ..

Per Unit $25.95 $44.95 $40.95 $65.95 $29.95 $1.00

NIA

Minimum Monthly Discount Fee (for each of Visa & M<?l. ........................................................................................... 1----~~""'~=g...,:g~g Chargeback Processing Fee (per chargeback) ........................... r .................................................................. 1------.N..,.,/ATI Statement Fee Statement on y ............................................................. .__ ____ -'-'

Onetime fee Other monthly fee Terminal Set-up Fee (per terminal) On-site Equipment Installation Fee On-site Wireless Consultation Fee (per location) :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: lnterac Online/ Acxsys Testing and Technical Support .............................................................................................. .

NIA NIA NIA N/A N/A

Pass-thru

ADDITIONAL INFORMATION ABOUT YOUR FEES

Interchange A significant amount of the fees that we charge you for processing your credit card transactions represent charges that we must pay to the card Issuing banks (or that are

otherwise charged to us by MasteJCard and Visa) under MasteJCard and Visa (the 'Payment Brands') rules. These charges are often referred to as 'Interchange fees' or simply 'Interchange'. Interchange fees are set by the Payment Brands based upon a series of Interchange levels that they establish and modify from time to time. Thus, the Interchange fee charged for a given transaction depends on the Interchange level appllcable to that transaction; and that Interchange level depends on a number of factors established by the Payment Brands, such as the type of card presented, specific information contained In the transaction, how and when the transaction is processed, your industry and other factors. For a transaction to qualify at any specific Interchange level, the applicable qualification criteria must be met Note that the Payment Brands may add new Interchange levels and change the Interchange ·rates and qualification criteria for existing Interchange levels.

... 29380.180201304031627 46

Date: ----,-:-:~...,.-:-:,--.,..--­(Month I Day I Year)

I I I I I I I I I I I I I I I I I I I

TABQ

I I I I I I I I I I I I I I I I I I I

THIS IS EXHIBIT "Q" TO THE AFFIDAVIT OF

FRANCESCO DEMARINIS SWORN BEFORE ME

THIS 26™ DAY OF MAY, 2015

384

I I I I I I I I I I I I I I I I I I I

GENERAL SECURITY AGREEMENT

TIDS GENERAL SECURITY AGREEMENT effective as of~\ , 2013 is made by Red Label Vacations Inc.~ a corporation incorporated under th~ws of Canada (together with its successors and permitted assigns, the "Borrower") in favour of Bank of Montreal (together with its successors and assigns. the "Lender") pursuant to and in connection with the Loan Agreement and the TC Guarantee (as hereinafter defined).

WHEREAS the Borrower is party to a credit agreement dated as of even date herewith (as the same may be amended, modified, replaced, revised, extended, renewed, restated or supplemented from time to time, the "Loan Agreement") among, inter alia, the Borrower, as borrower, and the Lender pursuant to which the Lender has agreed to extend credit and make certain other financial accommodations available to the Borrower.

AND WHEREAS ce1tain affi]iates of the Borrower, including without limitation Thomas Cook Canada Inc., Thomas Cook USA Holdings, Inc. and D·FW Travel Arrangements, Inc., have entered into a tenn sheet and supplemental agreement dated of even date herewith (as the same may be amended, modified, replaced, revised, extended, renewed, restated or supplemented from time to time, the "TC LC Facility") pursuant to which the Lender has agreed to make certain credit facilities available to the borrowers thereunder (such borrowers from time to time, the "TC LC Borrowers").

AND WHEREAS the Borrower is party to a guarantee dated as of even date herewith in favour of the Lender (as the same may be amended, modified, replaced, revised, extended, renewed, restated or supplemented from time to time, the "TC Guarantee"), pursuant to which the Borrower has guaranteed the obligations of the TC LC Borrowers pursuant to the TC LC Facility.

AND WHEREAS as a condition to extending credit to the 801TOwer under and in connection with the Loan Agreement, and to extending creqit to the TC LC Borrowers pursuant to the TC LC Facility, the Lender has required, among other things, that to secure the payment and performance of the Borrower's indebtedness, liabilities and obligations incurred or to be incurred to the Lende1· under and in connection with (a) the Loan Agreement, (b) the other Loan · Documents to which the Borrower is a party, and (c) the TC Guarantee, the Borrower grant to the Lender a continuing secmity interest over all of its property and undertaking in accordance with the tenns of this Agreement.

l. Definitions: Unless otherwise specified herein, each capitalized term not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement and the following terms have the following meanings:

"Accessions", "Account", "Chattel Paper", "Certificated Security", "Consumer Goods", "Document of Title", "Entitlement Holder", .. Equipment", "Financial Assets", "Futures Account", "Futures Contract", "Futures Intermediary", "Goods", "Instrument", "Intangible'', "Inventory", "Investment Propertv", "Money", "Proceeds", "Securities Account'', "Securities Intermediary'', "Securitv".• "Security Certificate", "Security

385

386

Entitlement", and "Uncertificated Security" have the meanings given to them in the PPSA or the STA (whether or not ~apitalized in the PPSA or the STA), as applicable.

"Agreement" means this general security agreement, including the schedules and recitals to this agreement, as it or they may be amended, modified, replaced, revised, extended, renewed, restated or supplemented from time to time, and the expressions "hereof', "herein", "hereto", "hereunder", '~hereby" and similar expressions refer to this Agreement and not to any particular section or other portion of this Agreement.

"Books and Records" means all books, records, files, papers, disks, documents and other repositories of data recording in any form or mediwn, evidencing or relating to the Personal Property of the Borrower which are at any time owned by the Borrower or to which the BotTower (or any Person on the Borrower's behalf) has access.

"Borrower" has the meaning set out in the recitals hereto.

"Collateral" has the meaning specified in Section 2.

"Contracts" means all contracts and agreements to which the Borrower is at any time a party or pursuant to which the Borrower has at any time acquired rights, and includes: (i) all rights of the Borrower to receive money due and to become due to it in connection with a contract or agreement; (ii) all rights of the Borrower to damages arising out of, or for breach or default in respect of, a contract or agreement; and (iii) all rights of the Borrower to perfonn and exercise all remedies in connection with a contract or agreement.

"Control Account" means: (i) with respect to any Uncertificated Securities, an agreement between the Issuer of such Uncertificated Secmities, the Lender and the Borrower whereby the lssuer agrees to comply with instructions that are originated by the Lender in respect of such Uncertificated Securities, without further consent of the Borrower; and (ii) with respect to any Securities Accounts or Security Entitlemei1ts, an agreement between the Securities Intermediary, the Lender and the Borrower in respect of such Securities Accounts or Security Entitlements whereby the Securities Intermediary ag:\"ees to comply with any entitlement orders that are originated by the Lender, without further consent of the Borrower.

"Debts" has the meaning specified in Section 2(d).

"Event of Default" means: (a) .the occu1Tence of any event or the existence of any condition specified as an "Event of Default" under any Loan Document, (b) the failure by the Borrower to make any payment in respect of any obligations to the Lender when due and payable or declared due and payable, (c) if any default occurs in the observance or performance of any of the covenants or agreements contained in this Agreement or any other Loan Document, or (d) demand for payment is made by the Lender pursuant to the Loan Agreement or the TC LC Facility, ·in-espective of whether any other event or circumstance exists that would otherwise be an "Event of Default".

"Intellectual Property" means all intellectual and industrial property including, without limitation, all patents, industrial designs, copyrights, trademarks, trade names, trade secrets, computer software and options and rights to use any of the foregoing and, when the context

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pennits, all registrations and applications that have been made or shall be made or filed in any office in any jurisdiction in respect of the foregoing, and all reissues, extensions and renewals thereof. ·

«Jntellcctual Property Rights" means all right, title and interest in Intellectual Prope1ty.

"Issuer" has the meaning given to that term in the ST A.

'"Loan Documents" means all security agreements, hypothecs, mortgages and all other documents, instruments, certificates, and notices at any time delivered by any Person (other than Lender and its affiliates) in connection with any of the Loan Agreement or the TC Guarantee, including without limitation, the "Loan Documents" as defined in the Loan Agreement.

"Organizational Documents" means, with respect to any Person, such Person's articles or other charter docwnents, by~laws, unanimous shareholder agreement, partnership agreement or tmst agreement, as applicable, and any and all other similar agreements, documents and instruments relative to such Person.

"Permits" means all permits, licences, waivers, exemptions, consents, certificates, authorizations, ·approvals, franchises, rights-of-way, easements and entitlements that the ·Borrower has, requires or is required to have, to own, possess or operate any of its property or to operate and carry on any part of its business.

"Personal Property" means personal property and includes Accounts, Chattel Paper, Documents of Title, Equipment, Goods, Instruments, Intangibles, Inventory, Investment Property and Money.

"Pledged Certificated Securities" means any and all Collateral that is a Certificated Security.

"Pledged Futures Accounts" means any and all Collateral that is a Futures Account.

"Pledged Futures Contracts" means any and all Collateral that is a Futures Contract.

''Pledged Futures Intermediary" means, at any time, any Person which is at such time a F~1tures Intermediary at which a Pledged Futures Account is maintained.

"Pledged Futures Intermediary's Jurisdiction" means, with respect to any Pledged Futures Intermediary, its jurisdiction as determined under section 7.1(4) of the PPSA.

"Pledged Issuer" means, at any time, any Person which is at such time an Issuer with respect to any Pledged Securities or Pledged Security Entitlements.

"Pledged Issuer's Jurisdiction" means, with respect to any Pledged Issuer, its jurisdiction as determined under section 44(5) of the STA.

"Pledged Securities" means any and all Collateral that is a Security.

"Pledged Securities Accounts" means any and all Collateral that is a Securities Account.

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"Pledged Securities Intermediary" means, at any time, any Person which at such time is a Securities Intennediary at which a Pledged Securities Account is maintained.

'~Pledged Securities Intermediary's Jurisdiction" means, with respect to any Pledged Securities Intermediary, its jurisdiction as determined under section 45(2) of the STA.

.. Pledged Security Certificates" means any and all Security Certificates representing the Pledged Certificated Securities.

"Pledged Security Entitlements" means any and all Collateral that is a Security Entitlement.

"Pledged Unccrtificated Securities" means any and all Collateral that is an Uncertificated Security.

"PPSA" means the Personal Property Security Act of the Province of Ontario, as such legislation may be amended, renamed or replaced from time to time, and include~ all regulations. from time to time made under such legislation.

"Receiver" means a receiver, a manager or a receiver and manager.

"Registrable Intellectual Property" means any Intellectual Property in respect of which ownership, title, security interests, charges or encumbrances are capable of registration, recording or notation with any Governmental Authority pursuant to applicable Laws.

••Release Date" means the date on which all the Secured Obligations have been indefeasibly paid and discharged in full and the Lender has no further obligations to any of the Credit Parties under the TC Guarantee, the Loan Agreement and any other Loan Document pursuant to which further Secured Obligations might arise.

"Restricted Asset" has the meaning specified in Section 4(1).

"Secured Obligations" has the meaning .specified in Section 3(a).

"Security Interest" means the Liens created by the Borrower in favow· of the Lender under this Agreement.

"ST A" means the Securities Transfer Act of the 'Province of Ontario, as such legislation may be amended, renamed or replaced from time to time, and includes all regulations from time to time made under such legislation.

••uLC" means an Issuer that is. an unlimited company, or unlimited liability company or unlimited liability corporation.

"ULC Laws" means any present or futw·e Laws governing ULCs.

"ULC Shares" means shares in the capital stock of, or other equity interests in, a ULC.

2. Grant of Security Interest: Subject to Section 4, the Borrower grants ·to the Lender a security interest in, and assigns, mortgages, charge~, hypothecates and pledges to the Lender all

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of the property and undertaking of the Borrower now owned or hereinafter acquired and all of the property and undertaking in which the Boll"ower now has or hereafter acquires any interest (collectively, the "Collateral"), including, without limitation, all of the Borrower's:

(a)

(b)

(c)

(d)

(e)

(t)

(g)

(h)

present and after-acquired Personal Property;

real property (including real prope1ty that may be described in any schedule to this Agreement or any schedules, documents or listings· that the Borrower may from time to time provide to the Lender in connection with this Agreement and including all fixtures, improvements, buildings and other structures placed, installed or erected from time to time on any such real property);

Inventory of whatever kind and wherever situate including goods held for sale, lease or resale, goods furnished or to be furnished to third parties under contracts of lease, consignment or service, goods which are raw materials or work in process, goods used in or procured for packaging and materials used or consumed in the business of the Borrower;

Equipment, machinery, furniture, fixtures, plant, vehicles, apparatus, tools and other goods of every kind and description wherever situate and all licences and other rights and all related records, files, charts, plans, drawings·, specifications, manuals and documents;

Accounts due or accruing, books debts and generally all debts, dues, claims and demands of every nature and kind howsoever arising or secured including letter~ of credit and advances of credit, which are now due, owing or accruing or growing due to or owned by or which may hereinafter become due, owing or accruing or gro-wing due to or owned by the BoITower ("Debts");

deeds, documents, writings, papers, books, invoices, letters and other records relating to or evidencing or being records of Debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable or which otherwise record or give expression to assets of the Borrower including, without limitation, all customer prospect, dealer and distribution lists, sales literature, inventory records, sales orders, sales order log books, pmchase orders and invoices, customer information, commission records, correspondence, employee payroll and personnel records, product data, material safety data sheets, price lists, product demonstrations, quotes and bids, product catalogues and brochures;

Intangibles, including all security interests, goodwill, choses in action, contracts, contract rights, licenses, other contractual benefits and other general intangible assets;

Intellectual Property and all of the Borrower's interest and iights therein whether owned by it or not and including, without limitation, all contractual rights, instruments and other rights and benefits relating to such Intellectual Property

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(i)

(k)

including, without limitation, all Contracts pursuant to which the Borrower has obtained rights or an option to acquire rights to use any such Intellectual Property and all Contracts pursuant to which the Borrower has granted rights or an option to acquire rights to use any such Intellectual Property;

Instruments and Investment Property, including, but not limited to, shares, stock, warrants, bonds, debentures, debenture stock and other Securities (whether evidenced by a Security Ce11ificate or an Uncertificated Security) and Financial Assets, Security Entitlements, Securities Accounts and all of the credit balances, .Security Entitlements, other Financial Assets and items or property (or their value) standing to the credit from time to time in such Securities Accounts, Futures Contracts and Futures Accounts, including, without limitation, the Investment Property listed in Schedule A now or hereinafter annexed hereto and all dividends, interest, distribution, cash and other property from time to time received or receivable upon or otherwise distributed or distributable in respect of or in exchange for any or all of the foregoing;

all substitutions and replacements of and increases, additions and, where applicable, Accessions to the Collateral described in Section 2(a) through Section 2(i) inclusive; and

alJ Proceeds in any form derived directly or indirectly from any dealing with all or any part of the Collateral described in Section 2(a) through Section 2(j) inclusive. including the Proceeds of such Proceeds.

3. Secured Obligations: The Security Interest granted by this Agreement secures the payment and performance of:

(a)

(b)

all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or not, joint, severai ·or joint and several, at any time or from time to time due or accruing due and owing by or otherwise payable by the Borrower to the Lender in any currency, including in connection with 01· pursuant to the TC Guarantee, the Loan Agreement and any other Loan Document to which the Borrower is a party, and whether incurred by the Borrower alone or jointly with another or others and whether as principal, guarantor, surety and in whatever name or style (collectively, and together with the Expenses (as hereinafter defined). the "Secured Obligations"); and

all expenses, costs and charges incurred by or on behalf of the Lender in connection with this Agreement (or any amendment, modification, replacement, revision, extension, renewal, restatement or supplement hereof), the Security Interest or the Collateral, including all legal fees and disbursements of counsel to the Lender, court costs, Receiver's or agent's remuneration. applicable taxes and other expenses of taking possession of, repairing, protecting, insuring, preparing for disposition, realizing, collecting, selling, transferring, delivering or obtaining payment for the. Collateral, and of taking, defending or participating in any action or proceeding in· connection with any of the foregoing matters or otherwise. in

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4.

{l)

(2)

(3)

connection with the Lender's interest in any Collateral, and in assessing, enforcing or protecting the Lender's rights and interests in connection with this Agreement, whether or not directly relating to the enforcement of this Agreement, the TC Guarantee or any other Loan Doctunent (collectively, the "Expenses").

Limitations ort Grant of Security Interest:

To the extent that an assignment of amounts payable and oilier Proceeds ruising under or in connection with, or the grant of the Security Interest in respect of any Contract, IntellectuaJ Property Right or Permit of the Borrower would result in the breach or termination of or cause a default under such Contract, IntelJectual Property Right or Pem1it (each, a "Restricted Asset"), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of lhe Lender pursuant to which the Borrower holds as trustee all Proceeds arising under or in connection with the Restricted Asset in trust for the Lender on the following basis:

(a)

(b)

until the Security Interest is enforceable and subject to the provisions of the TC Guarantee, the Loan Agreement and the other Loan Documents, the Borrower is entitled to receive all such Proceeds; and

whenever the Security Interest is enforceable: (i) all iights ()f the Borrower to receive such Proceeds cease and all such Proceeds will be immediately paid over to the Lender; and (ii) the Borrower will take all actions requested by the Lender to collect and enforce payment and other rights arising under the Restricted Asset, provided that: (i) the Security Interest shall attach to such Contract, Intellectual Property Right or Pennit, or applicable portion thereof, immediately at such time as the condition causing such tennination, breach or default is remedied; and (b) if a tenn in a Contract that prohibits or restricts the grant of the Security Interest in the whole of an Account or Chattel Paper forming part of the Collateral is unenforceable against the Lender under applicable Law, then the exclusion from the Security In~erest set out above shall not apply to such Account or Chattel Paper. The Borrower will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted As~ets to the assignment of such Restricted Assets to the .Lender in accordance with this Agreement. The Borrower will also use all conunercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Lender in accordance with the terms of this Agreement.

The Security Interest with respect to trade·marks constitutes a secw·ity interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Lender, but does not constitute an assignment or mortgage of such Collateral to the Lender.

Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Borrower's rights to commercially exploit the Intellectual Property, defond it, enforce the Borrower's rights in it or with

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(4)

(5)

respect to it against third patties in any court or claim and be entitled to receive any damages with respect to any infringement thereof.

The Security Interest does not extend to Consumer Goods or to any ULC .Shares.

The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by the Borrower, but the Borrower will stand possessed of any such last day upon trust to assign and dispose of it as the Lender may reasonably direct.

5. Grant of License to Use Intellectual Property: For the purpose of enabling the Lender to exercise its rights and remedies under this Agreement when the Lender is entitled to exercise such rights and remedies the Borrower gr~ts to the Lender an irrevocable, non-exclusive licence (exercisable without payment of royalty or other compensation to the Borrower) to use, assign or sublicense any or all of the Intellectual Property and Intellectual Property Rights, including in such licence reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout of the same. For any trade-marks, get-up and trade dress and other business indicia, such licence includes an obligation on the part of the Lender to maintain the standards of quality maintained by the Borrower or, in the case of trade-marks, get-up and trade dress or other business indicia licensed to the Borrower, the standards of quality imposed upon the Borrower by the relevant licence. For copyright works, such licence shal1 include the benefit of any waivers of moral rights and similar rights.

6. Attachment: The Borrower acknowledges that: (i) value has been given; (ii) it has rights in the Collateral or the power to transfer rights in the Collateral to the Lender; (iii) it has not agreed to postpone the time of attachment of the Secuiity Interest; and (iv) it has received a copy of this Agreement. The Security Interest will have effect and be deemed to be effective whether or not the Secured Obligations or any part thereof .are owing or in existence before or after or upon the date of this Agreement. Neither the execution and delivery of this Agreement nor the provision of any financial accommodation by tbe Lender shall oblige the Lender to make any financial accommodation or further financial accommodation available to the Borrower or any other Person.

7. Care. Custody and Dealing with the Collateral:

(I) The Lender has no obligation to keep Collateral in its possession identifiable (other than Pledged Securities).

(2)

(3)

The Lender may, upon the occurrence and during the continuance of an Event of Default: (i) notify any Person obligated on an Instrument, Security, Chattel Paper or Account to make payments to the Lender, whether or not the Borrower was previously making collections on such Instrument, Security, Chattel Paper or Account; and (ii) assume control of any Proceeds arising from the Collateral.

The Lender may, upon the occurrence and during the continuance of an Event of Default, sell, transfer, use or otherwise deal with any Investment Property included in the

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(4)

(5)

(6)

Collateral over with the Lender has control, on such conditions and such manner as the Lender in its sole discretion may determine.

The Lender is not obligated to exhaust its recourse against the Borrower or any other Person or against any other security it may hold in respect of the Secured Obligations before realizing upon or otherwise dealing with the Collateral in such manner as the Lender may consider desirable.

The Lender may {:,rrant extensions or other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Borrower and with other Persons, sureties or securities as it may see fit without prejudice to the Secured Obligations, the liability of the Borrower or the rights of the Lender in respect of the Collateral. The powers conferred on the Lender under this Agreement are solely to protect the interests of the Lender in the Collateral and will not impose any duty upon the Lender to exercise any such powers.

Except as otherwise provided by applicable Law or this Agreement and without limiting the foregoing, the Lender is not (i) liable or accountable for any failure to collect, realize or obtain payment or any dividends, distributions or interest in respect of the Collateral; (ii) bound to institute proceedings for the purpose of collecting, enforcing·, realizing or obtaining payment or any dividends, distributions or interest in respect of the Collateral or for the purpose of preserving any rights. of any Person in respect of the Collateral; (iii) responsible. for any loss occasioned by any sale or other dealing with the Collateral or by the retention or failure to sell or otherwise deal with the Collateral; or (iv) bound to protect or preserve the Col!ateral from depreciating in value or becoming worthless.

8. Representations and WaITanties: The Borrower represents and warrants to the Lender and agrees, acknowledges and confirms that the Lender is relying on such representations and warranties in connection with the transactions contemplated by the TC Guarantee, the Loan Agreement and this Agreement: (i) that each of the representations and warranties as they pertain to the B01TOwer in the Loan Agreement, including, without limitation, by reference therein to the Credit Parties or their Subsidiaries, are true, correct and complete as of the date hereof (except to. the extent such representations and warranties relate to an earlier date); and (ii) that:

(a) No Insolvency. The Borrower is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada).

(b) Borrower Information. A11 of the infotmation set out in Schedule A is accurate and complete as of the date hereof.

(c) Amount of Accounts. The amount represented by the Borrower to the Lender from time to time as owing by each account debtor or by all account debtors in respect of its Accounts will at such time be the correct amount so owing by such account debtor or debtors and, unless disclosed in writing by the Borrower to the Lender at that time, will be owed free of any dispute, set-off or counterclaim. Except as disclosed in writing by the Borrower to the Lender, neither the Borrower nor (to the best of the Borrower's knowledge) any other party to any

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(d)

(e)

(t)

(g)

(h)

Account of the Bon-ower or Contract is in default or is likely to become in default in the performance or observance of any of the terms of such Account where such default is or could reasonably be expected to be materially adverse to the Borrower or the Lender.

Consents. Except for any consent that has been obtained and is in full force and effect, no consent of any Person (including any counterparty in respect of any Contract, any account debtor in respect of any Account, or any Governmental Authority in respect of any Permit) is required, or is purported to be required, for the execution, delivery, performance and enforcement of this Agreement (this representation being given without reference to the exclusions contained in Section 4). For the purposes of complying with any transfer restrictions contained in the Organizational Documents of any Pledged Issuer, the BotTower hereby inevocably consents to any transfer of the Pledged Securities of such Pledged Issuer.

No Consumer Goods. The Borrower does not own any Consumer Goods which are material in value or which are material to the business, operations, property, or condition (financial or othen:vise) of the Borrower.

Intellectual Property Rights. All registrations and applications for registration pertaini·ng to any InteJlectual Property and Intellectual Property Rights, all otlter material Intellectual Property and Intellectual Property Rights, and the nature of the Borrower's right title or interest therein, are described in Schedule A annexed to this Agreement. Each Intellectual Property Right is valid, subsisting, unexpired, enforceable, and has not been abandoned. In the case of copyright works, the Bon-ower has obtained full and irrevocable waivers of all moral rights or similar rights pertaining to such works. Except as set out in Schedule A annexed to this Agreement, none of the InteJlectual Property Rights have been licensed or franchised by the Borrower to any Person or, to the best of the Borrower's knowledge, infringed or otherwise misused by any Person. Except as set out in Schedule A annexed lo this Agreement, the exercise of any Intellectual Property Right, or any licensee or franchisee thereof, has not infringed or othenvise misused any intellectual property right of any other Person, and the Borrower has not received and is not aware of any claim of such infringement or other misuse.

Partnerships. Limited Liability Companies. The terms of any interest in a partnership or limited liability company that now, or at any time, forms part of the Collateral is, and will be, a "security" for the purposes of the STA.

Registrable lntelle.ctual Property. The Borrower does not own any Registrable Intellectual Property as of the date of this Agreement.

(i) Investment Property and Instruments.

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(i) Schedule A annexed to this Agreement lists all Investment Property and Instmments owned or held by the Borrower on the date of this Agreement.

(ii) Investment Property and Instruments that are Collateral have been, where applicable, duly and validly issued and acquired and are fully paid and non-assessable. Schedule A annexed to this Agreement sets out, for each class of Securities listed therein as the date of this Agreement, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are Ce1tificated Securities or Uncertificated Securities.

(iii) Except as described in Schedule A annexed to this Agreement, no transfer restrictions apply to the Investment Property and Instruments listed in Sche.dule A. The BoITower has delivered to the Lender copies of all shareholder, pa11nership or trust agreements applicable to each Issuer of Securities and Instruments which are in the Borrower's possession.

(iv) Except as set out in Schedule A, at the date of this Agreement, no Person has or will have any written or oral option, wammt, right, call, commiunent, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming any option, warrant, right, call commitment, conversion right, right of exchange or other agreement to acquire any right or interest in any Investment Property and Instruments that are Collateral.

(v) The Investment Property and Instruments that are Collateral constitute, where applicable, the legal and valid binding obligation of the Bon·ower of such Investment Property and Instruments, enforceable in a.ccordance with their terms, subject to the following qualifications:

(A) an order of specific performance and an injunction are discretionary remedies, and in particular, may not be available where damages are considered an adequate remedy; and

(B) enforcement may be Limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting enforceability of creditors' rights.

(vi) The pledge, assignment, delivery to and control by the Lender of the Collateral consisting of Securities pursuant to this Agreement creates a valid and perfected first ranking security interest in such Securities and the Proceeds of them, subject to Permitted Liens. Such Securities and the Proceeds of them are not subject to any prior Lien or any agreement purporting to grant to any third party a Lien on or control of the property or assets of the Bonower which would include the Securities. The Lender is entitled to all of the rights, priorities and benefits afforded by the PPSA to p~rfect security interests in respect of such Collateral.

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(vii) The Borrower does not know of any claim to or interest in any Secuiities (whether Certificated Securities or Uncertificated Securities), including any adverse claims, other than Permitted Liens. If any Person asserts any Lien, encumbrance or adverse claim against any Securities that form part of the Collateral, other than Permitted Liens, the Borrower will promptly notify the Lender.

(viii) The Borrower has not consented to, wilJ not consent to, and has no knowledge of any Control Agreement with respect to any Securities that are Uncertificated Securities.

Securities Accounts and Security Entitlements.

(i)

(ii)

(iii)

The Bon·ower does not know of any claim to or interest in any Securities Account or Security Entitlement, including any adverse claim, other than Permitted Liens. If any Person asserts any Lien, encumbrance or adverse claim against any Securities Account or Security Entitlement that forms part of the Collateral, other than Permitted Liens, the Borrower will promptly notify the Lender.

The Borrower has not consented to, will not consent to, and has no knowledge of any Control Agreement with respect. to any Securities Account or Security Entitlement that forms part of the Collateral.

Schedule A annexed to this Agreement lists all of the Securities Accounts of the Borrower on the date of this Agreement. The Lende1· has a valid and perfected first ranking security interest in each of such Securities Account, which security interest is perfected by control. The Borrower will not, after the date of this Agreement, establish and maintain any Securities Accounts with any Securities Intermediary unless: (i) it gives the Lender 30 days' prior written notice of its intention to establish such new Securities Account; (ii) such Securities Intermediary is reasonably acceptable to the Lender; and (iii) the Securities Intermediary and the Bon·ower: (A) execute and deliver a Control Agreement with respect to such Securities Account that is in form and substances satisfactory to the Lender; or (B) transfer the Financial Assets in such Securities Account into a Securities Account in the name of the Lender.

9. No Merger. Survival of Representations and Warranties: All representations and warranties made by the Borrower in this Agreement: (i) are material; (ii) will be considered to have been relied on by the Lender; and (iii) will survive the execution and delivery of this Agreement or any investigation made at any time by or on behalf of the Lender and any disposition or payment of the Secured Obligations until the Release Date. The Agreement does not operate by way of merger of any of the Secured Obligations and no judgment recovered by the Lender will operate by way of merger of, or in any way affect, the Security Interest, which is in addition to, and not in subStitution for, any other security now or hereafter held by the Lender in respect of the Secured Obligations.

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l 0. Covenants: The Borrower: (i) shall comply, and shall cause each of its Subsidiaries to comply, with all of the provisions, covenants. and agreements contained in each of the TC Guarantee, the Loan Agreement and other Loan Docmnents to which the Borrower and/or its Subsidiaries are a party to the extent that such provisions, covenants and agreements apply to the Bon-ower or its Subsidiaries and shall, and shall cause .each of its applicable Subsidiaries to, take, or refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no Event of Default under the TC Guarantee, the Loan Agreement and other Loan Documents to which the Borrower and/or its Subsidiaries are a party, is caused by the actions or inactions of the Borrower or a11y of its applicable Subsidiaries; and (ii) furthe1· covenants and agrees with· the Lender that:

(a)

(b)

Further Documentation. The Borrower will from time to time, at the expense of the Borrower, promptly and duly authorize, execute and deliver such further instruments and documents, arid take such further action, as the Lender may reasonably request for the purpose of obtaining or preserving the full benefits of, and the rights and powers granted by, this Agreement including, without limitation: (i) executing, recording and filing of financing ·or other statements and paying all taxes, fees and other charges payable in connection therewith; (ii) placing notations on its books of account to disclose the Security Interest; (iii) delivering acknowledgements, confimmtions and subordinations that may be necessary to ensure that the Loan Docwnents constitute a valid and perfected first ranking security interest (subject only to Permitted Liens); (iv) executing and delivering any ce1tificates, endorsements, inst.ructions, agreements, documents and instruments that may be required under the STA; and (v) delivering opinions of counsel in respect of matters contemplated by this paragraph, in form and substance satisfactory to the Lender. The Bon-ower acknowledges that this Agreement has been prepared based on the existing Laws jn the Province referred to in the "Governing Law" section of this Agreement and that a change in such Laws, or the Laws of other jurisdictions, may require the execution and delivery of different forms of security documentation. Accordingly, the Borrower agrees that the Lender will have the right to require that this Agreement be amended, modified, replaced, revised, extended, renewed, restated or supplemented from time to time, and that the Borrower will immediately on request by the Lender authorize, execute and deliver any such document: (i) to reflect any changes in such Laws, whether arising as a result of statutory amendments, court decisions or otherwise; (ii) to facilitate the creation and registration of appropriate security in all appropriate jurisdictions; or (iii) if the Borrower merges or amalgamates with any other Person or enters into any corporate reorganization, in each case in order to confer on the Lender, liens similar to, and having the same effect as, the Security Interest.

Limitations on Modifications. Waivers, Extensions. Other than as not prohibited by paragraph (c) below, the Borrower will not: (i) amend, modify, terminate, permit to expire or waive any provision of any Permit, Contract or any document giving rise to an Account in any manner which is or could reasonably be expected to be materially adverse to the Borrower or the Lender; or (ii) fail to exercise promptly and diligently its rights under each Contract and each document giving

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(c)

(d)

(e)

(f)

(g)

(h)

rise to an Account if such failure is or could reasonably be expected to be materially adverse to the Borrower or the Lender.

Limitations on Discounts. Compromises, Extensions of Accounts. Other than in the ordinary course of business of the Borrower consistent with previous practices, the B01Tower will not: (i) grant any extension of the time for payment of any Account; (ii) compromise, compound or settle any Account for less than its fu11 amount;.(iii) release, wholly or partially, any Person Ilable for the payment of any Account; or (iv) allow any credit or discount of any Account.

Conduct of the Business. The Borrower will maintain, use and operate the· Collateral and ca11y on and conduct its business in a law.fol and business-like manner.

Ftuther Identification of Collateral. The Borrower will promptly furnish to the Lender such statements and schedules further identifying and describing the Collateral, .and such other reports in colUlection with the Collateral, as the Lender may from time to time reasonably request, including an updated list of any motor vehicles or other "serial nwnber" goods owned by the Borrower and classified as Equipment. including vehicle identification numbers.

Amalgamation, Merger or Consolidation. The Borrower will not pennit any Pledged Issuer to amalgamate, merge or consolidate unless all of the outstanding capital sto_ck of the surviving or-resulting corporation pledged hereunder is, upon such amalgamation, merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding shares of any other constituent corporation, except as permitted under the TC Guarantee or the Loan Agreement.

Ins.tmments; Documents of Title; Chattel Paper. Promptly upon request from time to time by the Lender, the Borrower will deliver to the Lender, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Lender may reasonably request, any and all Instruments, Documents of Title and Chattel Paper included in or relating to the Collateral as the Lender may specify in its request.

Pledged Certificated Securities. The Borrower will deliver to the Lender any and all Pledged Security Certificates and other materials as may be required from time to time to provide the Lender with control over all Pledged Certificated Securities in the manner provided under sectio11 23 of the ST A. At the request of the Lender, upon l 0 days' prior written notice to the Borrower, the Borrower will cause all Pledged Security Certificates to be registered in the nan1e of the Lender or its nominee. If any Securities held by the Borrower are now or at any time becorrie Certificated Securities, to the extent such Securities are required to· be pledged hereunder pursuant to the tem1s of the Loan Agreement, such Certificated Securities will be PJedged Certificated Securities and the Borrower wiJJ, at the request and option of the Lender: (i) deliver such Certificated Securities together

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(i)

(k)

with stock transfer powers executed in blank to the Lender; or (ii) otherwise grant control over such Securities to the Lender, in each case, as security for the Secured Obligations.

Pledged Uncertificated Securities. The Borrower will deliver to the Lender any and all such documents, agreements and other materials as may be required from time to time to provide the Lender with control over all Pledged Uncertificated Sccuri.ties in the manner provided under section 24 of the STA. If any Securities of the Borrower now or at any time become Uncertificated Securities registered in the name of the Borrower, to the extent such Securities are required to be pledged hereunder pursuant to the tenns of the Loan Agreement, such Uncertificated Secuiities will be Pledged Uncertificated Securities and the Borrower will, at the request and option of the Lender, upon 10 days' prior written notice to the Borrower: (i) cause the Issuer of such Se~urities to register the Lender (or someone on its behalf, other than a Securities Intermediary) as the registered owner of such Secw-ities; or (ii) other.vise cause the Lender to have control over such Securities, in each case, as security for the Secured Obligations. Without limiting the foregoing, the Borrower will enter into any Control Agreement in respect of any Securities that are Uncertificated Securities, as the Lender may reasonably request, in form and substance satisfactory to the Lender.

Pledged Securities Accounts and Pledged Security Entitlements. The Borrower will deliver to the Lender any and all such documents, agreements and other materials as may be required from time to time to provide the Lender with control over all Pledged Security Accounts and Pledged Security Entitlements in the manner provided under section 25 or 26 of the STA. If the Borrower now has or at any time acquires any Securities Accounts or Security Entitlements, such Securities Accounts will be Pledged Security Accounts and such Security Entitlements will be Pledged Security Entitlements, as applicable, and the Borrower will, at the request and option of the Lender: (i) take all necessary action to ensure that the Lender becomes the Entitlement Holder of such Securities Account or Securities Entitlement, as applicable; or (ii) enter into a Control Agreement in respect of such Securities Account or Securities Entitlement, as applicable, in form and substance satisfactory to the Lender. The Borrower will, at any time immediately upon the request of the Lender, direct the Securities Intermediary for any Collateral consisting of P1edged Securities Accounts or Pledged Security Entitlements to transfer any or all of the Financial Assets to which such Pledged Securities Accounts or Pledged. Security Entitlement relate to a Securities Account specified by the Lender.

Pledged Futures Contracts. The· Borrower will deliver to the Lender any and all such documents, agreements and other materials as may be required from time to time to provide the Lender with contml over all Pledged Futures Contracts in the manner provided under subsection 1(2)(d) of the PPSA. If the Borrower now has or at ariy time acquires an interest in a Futures 'Contract, such Futures Contract will be a Pledged Futures Contract and the Borrower will, at the request and

15

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option of the Lender, take all necessary action to ensure that the Lender acquires control over such Futures Contract.

(I) Acquisition of Instruments, Securities and Investment Property. Without limiting the foregoing, if the Bonower acquires any Instruments, Securities or other Investment Property the Borrower will notify the Lender in writing and provide the Lender with a revised Schedule A ahnexed to this Agreement recording the acquisition and particulars of such Instruments, Securities and other Investment Prope1ty within 15 days after such acquisition of such Instruments, Securities and Investment Prope11y.

(m) Partnerships. Limited Liability Companies. The Borrower will ensure that the terins of any interest. in a pa1tnership or limited liability company that is Col1atera1 will expressly provide that such interest is a "security" for the purposes of the STA.

(n) Transfer Restrictions. If the Organizational Documents of any Pledged Issuer (other than a ULC) restrict the transfer of the Securities of such Pledged Issuer, then the Borrower will deliver to the Lender a ~ertified copy of a resolution of the directors, shareholders, unitholders or partners of such Pledged Issuer, as applicable, consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of the Coilateral by the Lender upon a realization on the Security Interest.

(o) Notices. The Borrower wilJ advise the Lender promptly, in reasonable detail, of any:

(i) change to a Pledged Secmities Intermediary's Jurisdiction, Pledged Issuer's Jurisdiction, or Pledged Future Intermediary's Jurisdiction;

(ii) change in the location of jurisdiction of incorporation or amalgamation, chief executive office or domicile of the Borrower;

(iii) change in the name of tbe Borrower;

(iv) merger, consolidation or amalgamation of the Borrpwer with any other Person;

(v) additional jurisdiction in which the Borrower carries on business or has tangible Personal Property;

(vi) additional jurisdiction in which material account debtors of the Borrower are located;

(vii) acquisition of any right, title or interest in real property by the Borrower;

(viii) acquisition of any Intellectual Property or Intellectual Property Rights which are the subject of a registration or application with any

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I I

Governmental Authority or other governing body or regisb·y, or which are I material to the Borrower's business;

I I I I I I I I I I I I I I I I

(ix) acquisition of any Instrument, Document of Title or Chattel Paper;

(x) creation or acquisition of any Subsidiary of the Borrower;

(xi) acquisition of by the Borrower of any ULC Shares;

(xii) Lien (other than Permitted Liens) on, or claim asserted against, any of the Collateral; or

(xiii) occurrence of any event, claim or occunence that could reasonably be expected to have a material adverse effect on the value of the Collateral or on the Security Interest.

The Borrower will not effect or permit any of the changes referred to in clauses (ii) through (xiii) above unless all filings have been made and all other actions taken that are required in order for the Lender to continue at all times following such change to have a valid and perfected first priority Security Interest in respect of all of the Collateral, subject to Permitted Liens.

11. Voting Rights: Unless an Event of Default has occurred and is continuing, the Borrower will be entitled to exercise all voting power from time to time exercisable in respect of the Pledged Securities and Pledged Security Entitlements and give consents, waivers and ratifications in respect thereof; provided, however, that no vote will be cast or consent, waiver or ratification given or action taken which would be, or would have a reasonably likelihood of being, prejudicial to the interests of the Lender or which would have the effect of reducing the value of the Collateral as security for the Secured Obligations or imposing any restriction on the transferability of any of the Collateral. Un1ess an Event of Default has occurred and is 'continuing the Lender shall, from time to time a:t the request and expense of the Borrower, execute or cause to be executed, in respect of all Pledged Securities that are registered in the name of the Lender or its nominee, valid proxies appointing the Borrower as its (or its nominee's) proxy to attend, vote and act for and on behalf of the Lender or such nominee, as the case may be, at any and all meetings of the applicable Pledged Issuer's shareholders or debt holders, all Pledged Securities that are registered in the name of the Lender or such nominee, as the case may be, and to execute and deliver, consent to or approve or disapprove of or wit11hold consent to. any resolutions in writing of shareholders or debt holders Of the applicable Pledged Issuer for and on behalf of the Lender or such nominee, as the case may be. Immediately 1,1pon

, the occun·ence and during the continuance of any Event of Default, all such rights of the Borrower to vote and give consents, waivers and ratifications will cease and the Lender or its nominee will be entitled to exercise all such voting rights and to give all such consents, waivers and ratifications.

12. Dividends: Interest: Unless an Event of Default has occun-ed and is continuing, the Borrower will be entitled to receive any and all cash dividends, interest, principal payments and other fonns of cash distiibution on the Pledged Securities or Pledged Security Entitlements which it is otherwise entitled to receive, but any and all stock and/or liquidating dividends,

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distributions of property, returns of capital or other distributions made on or in respect of the Pledged Securities or Pledged Security Entitlements, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any Pledged Issuer or received in exchange for the Pledged Securities, Pledged Security Entitlements or any part thereof or as a result of any amalgamation, merger, consolidation, acquisition or other exchange of property to which any Pledged Issuer may be a party or otherwise, and any and all cash and other property received in exchange for any Pledged Securities or Pledged Security Entitlements will be and become pai1 of the Collateral subject to the Security Interest and, if received by the Borrower, will forthwith be delivered to the Lender or its nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers of attorney executed by the Borrower in blank in accordance with the' Lender's instructions) to be held subject to the terms of this Agreement; and if any of the Pledged Security Certificates have been registered in the name of the Lender or its nominee, the Lender will execute and deliver (or cause to be executed and delivered) to the Borrower all such dividend orders and other instruments as the Bon·ower may request for the purpose of enabling the Borrower to receive the dividends, distributions or other paymencs which the Borrower is authorized to receive and retain pursuant to this Section. If an Event of Default has occurred and is continuing and upon 10 days' prior written notice to the Borrower (such notice period to rw1 concurrently with, and not in addition to, any other notice period prescribed by applicable Law), all rights of the Borrower pursuant to this Section will cease and the Lender will have the sole and exclusive right and authority to receive and retain the cash dividends, interest, principal payments and other forms of cash distribution which the Borrower would otherwise be authorized to retain pursuant to this Section. Any money and other property paid over to or received by the Lender pursuant to the provisions of this Section will be retained by the Lender as additional Collateral hereunder and be applied in accordance with the provisiOns of this Agreement. Any money or other property received by the Borrower contrary to this Section or any other moneys or property received by the Borrower after the Security Interest is enforceable will be received as trustee of the Lender and shall be immediately paid over to the Lender.

13. Rights on Event of Default: If an Event pf Default has occurred and is continuing, then and in every such case the Security Interest shall become enforceable and the Lender, in addition to any rights now or hereafter existing under applicable Law may, personally or by agent, at such time or times as the Lender in its discretion may determine, do any one or more of the following:

(a) Rights under PPSA. etc. Exercise all of the rights and remedies granted to secured parties under the PPSA and any other applicable statute, or otherwise available to the Lender by contract, at law or in equity.

(b)

(c)

Disclosure of Col'lateral. Require the Borrower, by notice in writing, to disclose to the Lender the location or locations of the Collateral and the Borrower agrees to promptly make such disclosure when so required.

Demand Possession. Demand possession of any or all of the Collateral, in which event the Borrower will, at the expense of the Borrower, immediately cause the Collateral designated by the Lender to be assembled and made available and/or delivered to the Lender at any piace designated by the Lender.

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(d)

(e)

(t)

(g)

(h)

(i)

(j)

(k)

. (l)

Take Possession. Enter on any premises where any Collateral is located artd take possession of, disable or remove such Collateral.

Alterations to Collateral. Repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises oOhe Bon-ower or otbenvise.

Prior Security I_nterest. Redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, charge or encumbrancer (any accounts to be conclusive and binding on the Borrower).

Deal with Collateral. Hold, store and keep idle, or operate, lease or otherwise use or pennit the use of, any or all of the Collateral for such time and on such terms as the Lender may determine, and demand, collect and retain all earnings and other swns due or to become due from any Person in respect of any of the Collateral.

Carry on Business. Carry on, or concur in the carrying on of, any or all of the business or undertaking of the Borrower and, to the exclusion of all others including the Borrower, enter on, occupy and use any of the premise·s, buildings, plant and unde1taking of, or occupied or used by, the Borrower as the Lender sees fit, free of charge, and the Lender is not liable to the Borrower for any act, omission or· negligence in so doing or . for any rent, charges, depreciation or damages incurred in connection with or resulting from such action.

Enforce Collateral. Seize, collect, receive, enforce or otherwise deal with any Collateral in such manner, on such tenns and conditions and at such times as the Lender deems advisable.

Dispose of Collateral. Realize on any or all of the Collateral and sell, lease, assign, give options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any of the above}, in one or more parcels at any public or private sale, at any exchange, broker's board or office of the Lender or elsewhere, \vith or without advertising or other formality, except as required by applicable Law, on such terms and conditions as the Lender may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery.

Court-Approved Disposition of Collateral. Obtain from any court of competent jurisdiction an order for the sale or foreclosure of any or all of the Collateral.

Proceedings. Commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the Accounts or any other obligation of any third party to the Borrower.

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(m) Proofs of Claim. File proofs of claim and other documents to establish claims to the Collateral in any proceeding relating to the Borrower.

(n) Purchase by Lender. At any public sale, and to the extent permitted by applicable Law on any private sale, bid for and purchase any or all of the Collateral offered for sale and, upon compliance with the tenns of such sale, hold, retain, sell or otherwise dispose of such Collateral without any further accountability to the Borrower or any other Person with respect to such holding, retention, sale or other disposition, except as required by applicable Law. In any such sale to the Lender,. the Lender may, for the purpose of making payment for all or any part of the Collateral so purchased, use any claim for any or all of the Secured Obligations then due and payable to it as a credit against the purchase price.

( o) Collect Proceeds. Collect any Proceeds arising in respect of the Collateral.

(p) Collect Accounts. Notify (whether in its own name or in the name of the Borrower) the account debtors under any Accounts of the . Borrower of the assignment of such Accounts to the Lender and direct such account debtors to make payment of all amounts due or to become due to the Borrower in respect of such Accounts directly to the Lender and, upon such notification and at the expense of the Borrower, enforce collection of any such Accounts, and adjust, settle or compromise the amount or payment of such Accounts, in such manner and to such extent as the Lender deems approp1iate in the circumstances.

(q) Securities, Instruments and Investment Property. Exercise and enforce aU rights and remedies of a holder of the SecUlities and Instruments and other Investment Property as if the Lender were the absolute owner thereof (including, if necessary, causing the Collateral to be registered in the name of the Lender or its nominee).

(r) Transfer of Collateral. Instruct or order any Securities Intermediary which has entered into a Control Agreement with the Lender in respect of a Securities Account or Security Entitlement to transfer all FinanciaJ Assets held by such Securities lntennediary to an account maintained with, by or on behalf of the Lender.

(s) Application of Proceeds. Apply any Money constituting Collateral or Proceeds thereofin accordance with Section 20.

(t) Voting. Vote any or all of the Pledged Securities (whether or not transferred to the Bo1Tower or its nominee) and Pledged Security Entitlements and give or withhold all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof.

(u) Exercise of Rfahts. Exercise all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to any of the Collateral, including the right to exchange at its discretion any of the Collateral upon the amalgamation, arrangement, merger, consolidation or other reorganization of the

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issuer of the Collateral, all without liability except to account for property actually received by the Lender.

(v) Dealing with Contracts and Permits. Deal with any and all Contracts and Permits to the same extent as the Bon-ower might (including the enforcement, realization, sale, assignment, transfer and requirement for continued performance), all on such terms and conditions and at such time or times as may seem advisable to the Lender.

(w) Intellectual Property. License or sublicense, whether on an exclusive or non­exclusive bas.is, any Intellectual Property for such tenn and on such conditions and in such manner as the Lender in its sole judgement determines (taking into account such provisions as may be necessary to protect and preserve such Intellectual Property.

(x) Payment of Liabilities. Pay any liability secured by any Lien against any Collateral. The Borrower will immediately on demand reimburse the Lender for all such payments and, until paid, any such reimbursement obligation shall form part of the Secured Obligations and shall be secured by the Security Interest.

(y) Borrow and Grant Liens. Borrow money for the maintenancel preservation or protection of any Collateral or for carrying on any of the business or undertaking of the Borrower and grant Liens on any Collateral (in priority to the Security Interest or otherwise) as security for the money so borrowed. The Borrower will immediately on demand reimburse the Lender for all such borrowings and, until paid, any such reimbursement obligations shall form part of the Secured Obligations and shall be secured by the Security Interest.

(z) Appoint Receiver. Appoint by instrument in writing one or more Receivers of the Borrower or any or all of the Collateral with such rights, powers and authority (including any or all of the rights, powers and authority of the Lender under this Agreement) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such Receiver from time to time. To the extent permitted by applicable Law, any Receiver appointed by the Lender will (for purposes relating to responsibility for the Receiver's acts or omissions) be considered to be the agent of the Borrower and not of the Lender.

(aa) Court~Apoointed Receiver. Obtain from any court of competent jurisdiction an order for the appointmei1t of a Receiver of the Borrower or of any or all of the Collateral.

(bb) Consultants. Require the Borrower to engage a consultant of the Lender's choice, or engage a consultant on it:s own behalf, such consu]tant to receive the full cooperation and support of the Borrower and its agents and employees, including umestricted access to the premises of the Borrower and the Books and Records; all reasonable and documented fees and expenses of such consultant shall be for the account of the Borrower and the Borrower hereby authorizes any such

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consultant to report directly to the Lender and to disclose to the Lender any and all infonnation obtained in the course of such consultant's employment.

The Lender may exercise any or all of the foregoing rights and remedies without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except as required by applicable Law) to or on the Borrower or any other Person., and the Borrower hereby waives each such demand, presentment, protest, advertisement and notice to the extent permitted by applicable Law. None of the above rights or remedies will be excJusive of or dependent on o.r merge in any other right or remedy, and one or more of such rights and remedies may be exercised independently or in combination from time to time and are in addition to, and not in substitution for, any other rights of the Lender however arising or created. The Lender is not bound to exercise any right or remedy and the exercise of rights and remedies is without prejudice to the rights of the Lender in respect of the Secured Obligations including the right t9 claim for any deficiency. The Borrower acknowledges and agrees that any action taken by the Lender heretmder following the occurrence and during the continuance of an Event of Default sl_lall not be rendered invalid or ineffective as a result of the curing of the Event of Default on which such action was based.

14. Realization Standards: To the extent that applicable Law imposes duties on the Lender to exercise remedies in a commercially reasonable manner and without prejudice to the ability of the Lender to dispose of the Collateral in any such manner, the Borrower acknowledges and agrees to the extent permitted by applicable Law that it is not commercially unreasonable for the Lender to (or not to):

(a)

(b)

(c)

(d)

(e)

(t)

(g)

incur expenses reasonably deemed significant by the Lender to prepare the Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition;

fail to obtain third party consents for access to the Collateral to be disposed of;

fail to exercise collection remedies against account debtors or other Persons obligated on the Collateral or to remove Liens against the Collateral;·

exercise collection remedies against account debtors and other Persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists;

dispose of Collateral by way of public auction, public tender or private co11tract, with or without advertising and without any otl1er fonnality;

contact other Persons~ whether. or not in the same business of the Borrower, for expressions of interest in acquiring all or any portion of the Collateral;

hire one or more professional auctioneers to assist in the disposition of the Collateral, whether or not the CoIJateral is of a specialized nature or an upset or reserve bid or price is established;

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(h)

(i)

(j)

(k)

(l)

dispose of the Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets;

dispose of assets in wholesale rather than retail markets;

disclaim disposition warranties, such as title, possession or quiet enjoyment;

purchase insurance or credit enhancements to insure the Lender against risks of loss, collection or disposition of the Collateral or to provide to the Lender a guaranteed return from the collection or disposition of the Collateral;

to the extent deemed appropriate by the Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender in the collection or disposition of any of the Collateral;

(m) dispose of Collateral in whole or in part;

(n) dispose of Collateral to a customer of the Lender; and

( o) establish an upset or reserve bid price in respect of Collateral.

15. Standards of Sale: Without prejudice to the ability of the Lender to dispose of the Collateral in any manner which is commercially reasonable, the Borrower acknowledges to the extent permitted by applicable Law that:

(a) the Collateral may be disposed of in whole or in part;

(b) the Collateral may be disposed of by public auction, public tender or private contract, with or without adve1tising and without any other fomiality;

( c) any assignee of such Collateral may be the Lender or a customer of any such Person;

(d) any sale conducted by the Lender will be at such time and place, on such notice and in accordance with such procedures as the Lender, in its sole discretion, may deem advantageous;

(e) the Collateral may be disposed· of in any manner and on any terms· necessary to avoid violation of applicable Law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that the prospective bidders and purchasers have certain qualifications, and restrict the prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of ColJateral) or in order to obtain any required approval of the disposition (or the resulting purchase) by any Governmental Authority or government official;

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16.

(1)

(2)

(3)

17.

(I)

(2)

(f) a disposition of the Collateral may be on such tenns and conditions as to credit or otherwise as the Lender, in its sole discretion, may deem advantageous; ancl

(g) the Lender may establish an upset or reserve bid or price in respect of the Collateral.

Receiver's Powers:

Any Receiver appointed by the Lender is vested with the rights and remedies which could have been exercised by the Lender in respect of the.Borrower or the Collateral and such other pO\\lers and discretions as are granted in the instrument of appointment and any supplemental instruments. The identity of the Receiver, its replacement and its remlllleration are within the sole and unfettered discretion of the Lender.

Any Receiver appointed by the Lender will act as agent for the Lender for the purposes of taking possession of the Collateral, but otherwise and for all other purposes (except provided below), as agent for the Borrower. The Receiver may sell, lease or otherwise dispose of Collateral as agent for the Borrower or as agent for the Lender as the Lender may determine. The Borrower agrees to ratify and confinn all lawful actions of the Receiver acting as agent for the Borrower, and to release and indemnify the Receiver in respect of all such actions.

The Lender, in appointing or refraining from appointing any Receiver, does not incur liability .to the Receiver, the Borrower or otherwise and is not responsible for any misconduct or negligence of such Receiver.

Dealings with Third Parties:

No Person dealing with the Lender or an agent or Receiver is required to determine: (i) whether the Security Interest has become enforceable; (ii) whether the powers which such Person is purpot1ing to exercise have become exercisable; (iii) whether any money remains due to the Lender by the Borrower; (iv) the necessity or expediency of the stipulations o.r conditions subject to which any sale or lease is made; (v) the propriety or regularity of any sale or other dealing by the Lender with the Collateral; or (vi) how any money paid to the Lender has been applied.

Any bona fide purchaser of all or any part of the Collateral from the Lender or any Receiver or agent wiJl hold the Collateral absolutely, free frorri any claim or right of whatever kind, including any equity of redemption, of the Borrower, which it specifically waives (to the fullest extent permitted by Law) as against any such purchaser together with all rights of redemption, stay or appraisal which the BoIT°'ver has or may have under any rule of law or statute now existing or hereinafter adopted.

l8. Securities Laws: The Lender is authorized, in connection with any offer or sale of any Pledged Securities or Pledged Security Entitlements, to comply with any limitation or restriction as it may be advised by counsel is necessary to comply with applicable Law, including compliance with procedures that may restrict the number of prospective bidders and purchasers, requiring that prospective bidders and purchasers have certain qualifications, and restricting

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prospective bidders and pw·chasers to Persons who will represent and agree that they are purchasing for their own account or investment and not with a view to the distribution or resale of such Securities. In addition to and without limiting Section 14, the Borrower further agrees that compliance with any such limitation or restriction will not result in a sale Being considered or deemed not to have been made in a commercially reasonable manner, and the Lender will not be liable or accountable to the Borrower for any discount allowed by reason of the fact that such Pledged Securities or Pledged Security Entitlements are sold in compliance with any such limitation or restriction. If the Lender chooses to exercise its right to sell any or all Pledged Securities or Pledged Security Entitlements, upon written request, the Borrower will cause each applicable Pledged Issuer to furnish to the Lender all such information as the Lender may request in order to determine the number of shares and other instruments included in the Collateral which may be sold by the Lender in exempt transactions under any Laws governing securities, and the rules and regulations of any applicable securities regulatory body thereunder, as the same are from time to time in effect.

19. ULC Shares: The Borrower acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is. the intention of Lender and 1he Borrower that the Lender should not under any circumstances prior to realization thereon be held to be a .. member" or a "shareholder", as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Loan Agreement or other Loan Documents, where the Borrower is the registered owner of ULC Shares which are Collateral, the Borrower will remain the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Lender or any other Person on the books and records of the applicable ULC. Accordingly, the Borrower shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Pledged Security Certificates, which shall be delivered to the Lender to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as the Borrower would if such ULC Shares were not pledged to the Lender pursuant hereto. Nothing ia this Agreement, the TC Guarantee, the Loan Agreement or other Loan Documents is intended to, and nothing in this Agreement, the TC Guarantee, the Loan Agreement or other Loan Documents shall, constitute the Lender or any Person other than the Borrower, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to the Borrower and further steps are taken pursuant hereto or thereto so as to register the Lender or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Lender as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Lender to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Borrower shall not cause or permit, or enable a Pledged Issuer that is a ULC .to cause or permit, the Lender to: (a) be registered as a shareholder or member of such Pledged Issuer; (b) have any notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged

25

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Issuer by reason of the Lender holding the Security Interest over the ULC Shares; or ( e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares.

20. Application of Proceeds: All Proceeds of Collateral received by the Lender or a Receiver may be applied to discharge or satisfy any expenses (including the Receiver's remuneration and other expenses of enforcing the Lender's rights under this Agreement), Liens on the Collateral in favour of Persons other than the Lender, borrowings, Taxes and other outgoings affecting the Collateral or which are considered advisable by the Lender or the Receiver to protect, preserve, repair, process, maintain or enhance the Collateral or prepare it for sale, lease or other disposition, or to keep in good standing any Liens on the Collateral ranking in priority to the Security Interest, or to sell, lease or otherwise dispose of the Collateral. The balance of such Proceeds may, at the sole discretion of the Lender, be held as collater1;1l security for the Secured Obligations or be applied to such of the Secured Obligations (whether or not the same aie due and payable) in such manner and at such times as the Lender considers appropriate and thereafter will be accounted for as required by Law.

21. Continuing Liability of Borrower: Subject to applicable Law, the Borrower will remain liable for any Secured Obligations that are outstanding following realization of all or any part of the Collateral and the application of the Proceeds thereof.

22. Lender's Agpointment as Attorney-in-Fact: Effective upon the occurrence and during the continuance of an Event of Default, the Bonower constitutes and appoints the Lender and any officer or agent of the Lender, with full power of substitution, as the Borrower's true and lawful attorney-in-fact with full power and authority in the place of the Borrower and in the name of the Borrower or in its own name, from time to time in the Lender's discretion, to take any and all appropriate action and to execute any and all documents and instruments as, in the opinion of such attorney, may be necessary or desirable to accomplish the p.urposes of this Agreement and to exercise any of the Borrower's right (including the right of disposal). title and interest in and to the Collateral including the execution, endorsement, delivery and transfer of the Collateral to the Lender, its nominees or transferees, and the Lender and its nominees or transferees are hereby empowered to exercise all rights and pow.ers and to perform all acts of ownership with respect to the Collateral to the same extent as the Borrower might do. Without limiting the effect of this Section, upon the occurrence and continuance of an Event of Default the Borrower grants the Lender an irrevocable proxy to vote the Pledged Securities and Pledged Security Entitlements and to exercise all other rights, powers, privileges and remedies to which a holder thereof would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and wjthout the necessity of any further aCtion (including any transfer of any Pledged Securities or Pledged Secmity Entitlements on the boqks and records of a Pledged Issuer or Pledged Securities Intermediary, as applicable). These powers of attorney are coupled with an interest and are irrevocable until the Release Date. Nothing in this Section affects the right of the Lender as secured party or any other Person on the Lender's behalf, to sign and file or deliver (as applicable) all such financing statements, financing change statements, notices, verification statements and other documents relating to the Collateral and this Agreement as the Lender or sµch other Person considers appropriate. The Borrower hereby ratifies and confirms, and agrees to ratify and confirm, whatever lawful acts the Lender or any of the Lender's sub-

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I I I I I I I I I I I I I I I I I I I

agents, nominees or attorneys do or purport to do in exercise of the power of attorney granted to the Lender pursuant to this Section. These powers of attorney extend to and are binding upon the Borrower's successors and pennitted assigns. The Borrower authorizes the Lender to delegate in writing to another Person any power and authority of the Lender under these powers of attorney as may be necessary or desirable in the opinion of the Lender, and to revoke and suspend such delegation.

23. Performance by Lender of Borrower's Obligations: If the Borrower fails to perform or comply with any of the obligations of the B_orrower under this Agreement, the Lender may, but need not, perform or otherwise cause the performance or compliance of such obligation, provided that such performance or compliance will not constitute a waiver, remedy or satisfaction of such failure. The reasonable and documented expenses of the Lender incurred in connection with any such performance or compliance will be payable by the Borrower to the Lender immediately on demand. and until paid, any such expenses will form part of the Secured Obligations and will be secured by the Security Interest.

24. Interest: If any amount payable by the Borrower to the Lender under this Agreement is not paid when due, such amount shall bear interest from the date of demand by the Lender to the Borrower at the highest rate of interest per annum that is applicable to any part of the Secured Obligations (but, for greater certainty, without duplication of interest included in the Secured Obligations) as provided and calculated in accordance with the TC LC Facility or the Loan Agreement (whichever is higher) and such interest shall accrue from and including the date of demand but excluding the date of payment thereof by the Borrower. All amounts payable by the Borrower to the Lender under this Agreement, and all interest on all such amol.lllts will form part of the Secured Obligations and will be secured by the Security Interest.

25. Severability: If any term, covenant, obligation or agreement contained in this Agreement, or the application of any such term, covenant, obligation or agreement to any Person· or circumstance, shall, to any exte·nt, be determined by a court of competent jurisdiction to be illegal. invalid or unenforceable, the remainder of this Agreement or the application of such term, covenant, obligation or agreement to Persons or circumstances other than those as to which it is held illegal, invalid or unenforceable, shall not be affected by such, illegality, invalidity or unenforceability and each tenn, covenant, obligation or agreement contained in this Agreement shall be separately valid and enforceable to the fullest extent permitted by applicable Law.

26. Rights of Lender: Limitations on Lender's Obligations:

{a) Limitations on Lender's Liability. The Lender will not be liable to the Borrower or any other Person for any failure or delay in exercising any of the rights of the Borrower under this Agreement (including any failure to take possession of, collect, sell. lease or otherwise dispose of any Collateral, or to preserve rights against prior patties). Neither the Lender, a Receiver nor any agent of the Lender is required to take, or will have any liability for any failqre to take or delay in taking, any steps necessary or ad:visable to preserve rights against other Persons under any Collateral in its possession. Neither the Lender, any Receiver nor any agent of the Lender will be liable for any, and the Borrower will bear the full risk of all, loss or damage to any and all of the Collateral (including any

27

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412

Collateral in the possession of the Lender, any Receiver or any agent of the Lender) caused fol' any reason other than the gross negligence or wilful misconduct of the Lender, such Receiver or such agent of the Lender.

{b) Borrower Remains Liable under Accounts and Contracts. Notwithstanding any provision of this Agreement, the Borrower will remain liable under each of the docwnents giving rise to the Accounts of the Bonower and under each of the Contracts to observe and perform all the conditions and obligations to be observed and performed by the Borrower thereunder, all in accordance with the terms of each such document and Contract. The Lender will have no obligation or liability uncler any Account of the Borrower (or any document giving rise thereto) or Contract by reason of or arising out of this Agreement 01· the receipt by the Lender of any payment relating to such Account or Contract pursuant hereto, and in particular (but without limitation), the Lender will not be obligated in any manner to perfo1m any of the obligations of the Borrower under or pursuant to any Account (or any document giving rise thereto) or under or pursuant to any Contract to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any pe1formance by any party under any Account (or any docmnent giving rise thereto) or under any Contract, to present or file any claim, to take any action to enforce any performance or to collect lhe payment of any amounts which may have been assigned to it or to which it may be entitled at any time.

(c) Collections on Accounts and Contracts. The Borrower shall be authorized to, at any time that an Event of Default is not continuing, collect its Accounts and payments under the Contracts in the nonnal course of the business of the Borrower and for the purpose of carrying on the same. If an Event of Default bas occurred and is continuing, any payments of Accounts or under Contracts, when collected by the Borrower, will be forthwith (and, in any event, within two Business Days) deposited by the Borrower in the exact form received, duly endorsed by the Borrower to the Lender if required, in a special collateral account maintained by the Lender, and until so deposited, will be held by the Borrower in trust for the Lender, segregated from the other funds of the Borrower. All such amounts while held by the Lender (or by the Borrower in trust for U1e Lender) and all income in respect thereof will continue to be ·collateral security for the Secured Obligations and will not constitute payment thereof until applied as hereinafter provided. If an Event of Default has occurred and is continuing, the Lender may apply all or any part of the amounts on deposit in such special collateral account on account of the Secured Obligations in such order as the Lender may elect. At the Lender's request, the Borrower will deliver to the Lender any documents evidencing and relating to the agreements and transactions which gave rise to its Accounts and the Contracts, including all original orders, invoices and shipping receipts.

(d) ·Analysis of Accounts. If an Event of Default has occurred and is continuing, the Lender will have the right to analyze and verify the Accounts of the Borrower in any manner and through any medium that it reasonably considers advisable. and

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I I I I I I I I I I I I I I I I I I I

(e)

the Borrower wiU fumish all such assistance and information as the Lender may require in connection therewith. If an Event of Default has occurred and is continuing, the Lender may in its own name or in the name of others (including the Borrower) communicate with account .debtors on the Accounts of the Borrower and parties to the Contracts to verify with them to its satisfaction the existence, status, amount and terms of any Accotmt or any Contract. If an Event of Default has occurred and is continuing, upon the Lender's reasonable request and at the expense of the Borrower, the Borrower will furnish to the Lender rep0rts showing reconciliations, aging and test verifications of> and trial balances for, its Accounts.

Use of Agents. The Lender may perfom1 any of its rights or duties under this Agreement by or through agents and is entitled to retain counsel and to act in reliance on the advice of such counsel concerning all matters pertaining to its rights and duties under this Agreement.

27. Communication: Any notice or communication to be given under this Agreement may be effectively given to the Borrower or the Lender at the address set out in the Loan Agreement.

28. Release oflnfom1ation: The Borrower authorizes the Lender to provide a copy of this Agreement and such other information as may be requested of the Lender: (i) to the extent necessary to enforce the Lender's rights, remedies and entitlements under this Agreement; (ii) to any assignee or prospective assignee of all or any part of the Secured Obligations; and (iii) as required by applicable Law.

29. Expenses: Indemnity: Waiver:

(1)

(2)

The Borrower shall pay to the Lender all Expenses.

The Bon-ower shall indemnify the Lender against, and hold the Lender harmless from, any and all Expenses, losses, claims, cost recovery actions, damages and liabilities of what.soever nature or kind and all reasonable out-of-pocket expenses and all applicable Taxes to which the Lender may become subject atising out of or in connection with: (i) the execution or delivery of this Agreement and the performance by the Borrower of its obligations hereunder; (ii) any actual claim, litigation, investigation or proceeding relating to this Agreement or the Secured Obligations, whether based on contract, tort or · any other theory and regardless of whether the Lender is a party thereto; (iii) aqy other aspect of this. Agreement; or (iv) the enforcement of the Lender's rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity shall not, as to the Lender, be available to the extent that such losses, claims, damages, liabilities or related expenses are detennined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or wilful misconduct of or material breach of this Agreement by the Lender.

413

414

(3)

(4)

Tue Borrower shall not assert, and hereby waives (to the fullest extent permitted by applicable Law): (i) any claim against the Lender (or any director, officer or employee thereof), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement; and (ii) all of the rights, benefits and protections given by any present or future statute that imposes limitations on the rights, powers or remedies of a secured party or on 'the methods Of, or procedures for, realization of security, including any "seize or sue" or "anti~deficiency" statute or any similar provision of any other statute.

All amounts due under this Section shall be payable not later than three Business Days after written demand therefor.

(5) The indemnifications set out in this Section will survive the Release Date and the release . or extinguishment of the Security Interest for a period of three years.

30. Release of Borrower: The Security Interest will not be discharged except by written release or discharge signed by the Lender. The Borrower will be entitled to require a discharge by notice to the Lender upon, but only upon the occurrence of the Release Date. Upon the \vritten request of the Borrower giveri at any time on or after the Release Date, the Lender .shall, at the expense of the Borrower, release the Bon·ower and the Collateral from the Securjty Interest and such release shall serve to terminate any licence granted in this Agreement. Upon such release, and at the request and expense of the Borrower, the Lender shall execute and deliver to the Borrower such releases and discharges as the Borrower may reasonably request.

31. Additional Security: This Agreement is in addition to, and not in substitution of, any and all other security previously or concurrently delivered by the BotTower .or any other Person to the Lender, all of which other security shall remain in full force and effect.

32. Alteration or Waiver: None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Lender. The Lender will not, by any act or delay, be deemed to have waived any right or remedy hereunder or to have· acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Lender, of any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power 01· privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any consent or waiver given under this Agreement is effective only in the specific instance and for the specific pwpose for which given .. A waiver by the Lender of any right or remedy hereunder on any one occasion will not be construed as a bar to any right or remedy which the Lender would otherwise have on any future occasion. Neither the taking of any judgment nor the exercise of any power of seizure or sale will extinguish the liability of the Borrower to pay the Secured Obligations, nor will the same operate as a merger of any covenant contained in this Agreement or of any other liability; nor will tbe acceptance of any payment or other security constitute or create any novation.

33. Amalgamation: The Borrower acknowledges and agrees that in the event it amalgamates with any other corporation or corporations, it is the intention of the parties that the Security

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Interest: (i) extends to: (A) all of the property and undertaking that any of the amalgamating corporations then own; (B) all of the property and undertaking that the amalgamated corporation thereafter acquires; (C) all of the property and undertaking in which any of the amalgamating corporations then has any interest; and (D) all of the property and undertaking in which the amalgamated corporation thereafter acquires an interest; and (ii) secures the payment and performance of all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, joint, several or joint and several, at any time or from time to time due or accruing or owing by or otherwise payable by each of the amalgamating corporations and the amalgamated corporate to the Lender in any currency, however or wherever incurred, and whether incuITed alone or jointly with another or others and whether as principal, guarantor or surety and whether incuned prior to, at the time of or subsequent to the amalgamation. The Security Interest attaches to the additional collateral at the time of amalgamation and to any collateral thereafter owned or acquired by the amalgamated corporation when such becomes owned or is acquired. Upon any such amalgamation, the defined term "Borrower" means, collectively, each of the ·amalgamating corporations and the amalgamated corporation, the defined tenn "Collateral" includes all of the property and undertaking and interests described in (i) above, and the defined term "Secured Obligations" includes the obligations described in (ii) above.

34. Governing Law; Attornrnent: The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, unless otherwise specified therein. For the purpose of any legal actions or proceedings brought by the parties hereto in respect of this Agreement, the Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any competent federal or provincial court in the Province of Ontario and acknowledges their competence and the convenience and propriety of the venue and agrees to be bound by any judgement thereof and not to seek. and hereby waives, any review of its merits by the courts of any other jurisdiction. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding broµght in such court has been brought in an inconvenient forum. The foregoing shall not prevent the Lender from suing in the courts of any country or place where the Collateral may be found~

35. Interpretation: The definitions of terms herein shall apply equally to the singular and plural fonns of the tenns defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include'', "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". The word "or" is disjunctive; the word "and" is conjunctive. The word "shall" is mandatory; the word "may" is pe1missive. Unless the context requires otherwise: (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time anlended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set out herein); (b) any reference herein to any statute or any Section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time; (c) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns; (d) the words "herein'',

31

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416

"hereof' and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; and (e) all n;:ferences herein to Sections and Schedules shall be construed to refer to Sections and Schedules to, this Agreement, Section headings are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. Any reference in. this Agreement to a Permitted Lien is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Security Interest to any Permitted Lien.

36. Successors and Assigns: This Agreement is binding on the· Borrower and its successors and assigns and enures to the benefit of the Lender and its successors and assigns. This Agreement may be assigned by the Lender without the consent of, or notice to, the Borrower, to such Person as the Lender may determine and, in such event, such Person will be entitled to all of the rights and remedies of the Lender as set forth in this Agreement or otherwise. In any action brought by an assignee to enforce m1y such right or remedy, the Borrower will not assert against the assignee any claim or defence which the Bon·ower now has or may have against the Lender. The Borrower may nol assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Lender which may be unreasonably withheld.

37. Acknowledgment of Receipt/Waiver: The Borrower acknowledges receipt of an executed copy of this Agreement and, to the extent pennitted by applicable Law, waives the right to re.ceive a copy of any financing statement or financing change statement registered in connection with this Agreement or any ve1ification statement issued in respect of any such financing statement or financing change statement.

38. Time: Time is of the essence with respect to the terms and provisions of this Agreement and the time for performance of the obligations of the Bon·ower under this Agreement is to be strictly construed.

39. Electronic Signature: Delivery of an executed signature page to this Agreement by the Borrower by facsimile or other electronic form of transmission shall be as effective as delivery by the Bonower of a manually executed copy of this Agreement by the Borrower.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}

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IN WITNESS \VHEREOF the undersigned has caused this Agreem~nt to be duly executed as of the date first written above.

RED LABEL VACATIONS INC.

By: ~~--~~~(,£......~~·~~~~~~~ Name: Title:

J have aurhority to bind the C01pora1io11.

General Security Agreement - Red Label Vacations Inc.

417

418

SCHEDULE A

BORROWER INFORMATION

Full lcgnl 11ame~ Red Label V~.cations Inc.

Prior names: NIA

Predecessor companics:Empire Holidays Ltd. and Autosfradu Canada Inc.

Jurisdiction of incol'poration or organization: Canada

Address of chief executive office:5450 E-xpJorer Drive, Ste. 100, Mississauga, .Ontario, L4W 5N1 .

Add1·esscs of all places where business is carded on or tangible Personal Pi·operty is kcpt:same as above

Jurisdictions in wllicll nil mntcrfal accouut debtors are located: Ontario

Addresses ofall owned real property:Nil

Addresses of all leased real property:5450 Explol'cr D1•ivc, Ste. 100, Mississauga, Outnrio, L4W5Nl

Desc•·iption of an "serial number" goods (i.e. motor vehicles, trailers, aircraft, boats and outboard motors for boat8): Nil

Dcsc1·iption of all materlaJ Permits: Sec attached

Subsidiaries of tlte Dorrower:Thomas Cook Canada- Inc. and Tlaoutas Coolc: Financi1ll Services Inc.

Instruments, Documents of Title and Chn1tel Paper of the Borrower: Nil

Pledged Certificate<l Securities:

% of issued and outstanding Security

Securities Securities of Certificate Pledged Issuer Owned Pledged Issuer Numbers

Nil

Security Ce1·tificate Locathni

I

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r I I '. I I I

I I

I 419

I I Pledged Securities Accounts:

I · Securities Pledged Securities

Pledged Securities Account Interme,liary's Pledged Security Inte1·medjary Number Jurisdiction Entitlements

I Nil

I I>ledged Unccrtificatcd Secm·itics:

% of issued and

I outstanding Pledged Issuer's Securities of Pledged

Pledged Issuer Jutisdiction Securities Owned Issuer

Nil -I

I Pledged Futures Accounts:

Futures Pledged Futures

I Pledged Futures Account Intermediary's

Intermediary Number Jurisdiction Pledged Futures Conta•acts

Nil

I Registered h·nde•marks aml applications for trademark registrations:

I Co1111t1y 1l·acfe.mark Application No. Applicatio1i Date Reg;s1ratio11 No. Registr<1tio11 Date Lfcenced to or by Dol'rower

I See attached (YJN)'

Patents and patent applications:

I Co1mt1J' Title Patent No. Application Dale of Grant Uce11cedto Date or by

I Bo"ower

Nil .. (YIN)

..

I Copyright registrations nnd applications for copyright registr1.1tions:

I 1 If the answer to this or nny corresponding column is "yes", describe the particulars of each such licence.

I I

420

.. - ......

Co1111try Work. Applico1Jon No, Application Registration No. Licenced 10 Dute or by

Borrower Nil <YIN)

·~- .

I I I I jl ii

I I I I I I I I

i I I I I I

I 421

I I Industrial designsll'egistcred designs and a1Jplications for registered designs:

I Co1m/ly Design Application No. Applicafio11 Dale Ragistralio11 No. ls.rue Date Licenced to 01·by Bo1rower

Nil -·- lY/Nl .. I

I I I I I I I I I I I I I I

422

SCBEDULE 3.2(c) REQUIRED AUTHORIZATIONS

Travel [ndustry Counsel of Ontario Office de la Pro~ection de Ja Comsonunat-cur Consumer Protection British Columbia Registnire des Enterprises Int:emational Air Transpo1tation 'Association Airlines Reporting Corp.oration · International Airlines Travel Agent Network . Florida Depnrtinent of Agric'Ulture and Consumer Services R.egistration of Travel Agencies (Iowa) Seller of Travel (California)- including consumer protection bond Business Registration (Washington) . Employee Retirement Income Security Act

LEGAI.._!:252221 !9.25

. I

I I

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I I I ii ..

I

I

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15. Identify Patent Registrations and any Pending Applications:

Owner Patent Name Registration/Application Number

NH

16. Identify Trademark Registrations and any ·Pending Applications:

Owner Trademark Name Registration/ Application· Number

Red Label Vacations Inc. redtag.ca (DesiWt) TMA657750 Red Label Vacations Inc. redta,g.ca TMA657520 Red Label Vacations Inc. Price Drop Assurance :Pending (Application No.

1,560,436) Red Label Vacations Inc. . Red Tag USA Pending (Application ~o .

1.519,351) Red Label Vacations Inc. Price Drop Assurance Pending (AP.Plication No.

(Design) l,560,438) Red Label Vacations Jue. Price Drop Protection Pending (Application No.

(Desi~n) 1,560,440) Red Label Vacations Inc. Oatder Pending (Application

No.1,448,184) Red Label Vacations Inc. Flights.ca Pending (Application No.

l,549,502) Red Label Vacations Inc. Shop, Compare TMA675219

Payless!l!

17. Identify Copyright Registrations and any Pending Applications:

l 8.

Owner Copyright Name Registration/ Application Number

Nil

Identify Licenses of Patents, Trademarks and Copyrights (other than "off-the-shelf' software):

Owner License Name Purpose

Nil

(based on responses, copie."I of the above may be requested)

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THIS IS EXHIBIT "R" TO THE AFFIDAVIT OF

FRANCESCO DEMARINIS SWORN BEFORE ME

THIS TH DAY OF MAY, 2015

424

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BETWEEN:

75 EGLINTON A VENUE EAST LIMITED

PARTNERSHIP

TOR B20:314355220 1107531

. (THE "LANDLORD")

AND

THOMAS COOK CANADA INC.

(THE "TENANT")

FLOORS: 1-7

DATED: MARCH 28, 2008

425

426

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TABLE OF CONTENTS

ARTICLE 1 - BASIC TERMS ................................................................................................................................... 1

I.I ·BASIC TERMS ............................................................................................................................................... 1

ARTICLE 2 - SPECIAL PROVISIONS ................................................................................................................... 3

2.1 OPTION TO ExTEND : ..................................................................................................................................... 3

ARTICLE 3 - DEFINITIONS AND INTERPRETATION ..................................................................................... 3

3.1 3.2 3.3 3.4 3.5

DEFJNmONS ................................................................................................................................................. 3 ENTIRE AGREEMENT, AMENDMENTS, W AIYER ............................................................................................. 6 ACCEPTANCE AND APPLICATION OFRENT .................................................................................................... 6 GENERAL RULES OF INTERPRETATION ................... , ...................................................................................... 6 SUCCESSORS ................................................................................................................................................. 6

ARTICLE 4 - GRANT AND TERM ......................................................................................................................... 6

4.1 TERM,DEMISE .............................................................................................................................................. 6 4.2 ACCEPTANCE ................................................................................................................................................ 7 4.3 QUIET ENJOYMENT ....................................................................................................................................... 7 4 .4 FiXTURJNG PERIOD ....................................................................................................................................... 7

ARTICLE 5-RENT ................................................................................................................................................... 7

5.1 BAS!CRENT .................................................................................................................................................. 7 5.2 ADDITIONAL RENT ....................................................................................................................................... 7 5 .3 ADJUSTMENT DUE TO MEAsUREMENT ......................................................................................................... 7 5 .4 PAYMENT OF RENT- GENERAL .................................................................................................................... 8 5.5 PAYMENTOFADDITIONALRENT .................................................................................................................. 8 5 .6 RENT DEPOSIT .............................................................................................................................................. 9 5.7 SECURITY DEPOSIT ....................................................................................................................................... 9 5.8 NET LEASE ................................................................................................................................................... 9

ARTICLE 6- OPERATING COSTS AND TAXES ................................................................................................ 9

6.1 62 6.3 6.4 6.5 6.6 6.7 6.8

PROPERTY TAXES PAYABLE BY LANDLORD ................................................................................................. 9 PROPERTY TAXES PAYABLE BY TENANT ...................................................................................................... 9 BUSINESS TAXES AND OTHER TAXES OF TENANT ...................................................................................... 10 ASSESSMENT APPEALS ............................................................................................................................... 10 OPERATING COSTS ..................................................................................................................................... 10 ADJUSTMENT OF OPERA TING COSTS .............................................................................................. 11 REDUCTION OR CONTROL OF OPERATING COSTS ....................................................................................... 12 EsTlMATEOFOPERATINGCOSTS .................................................................................................... : ........... 13

ARTICLE 7 - HVAC, UTILITIES AND OTHER LANDLORD SERVICES .................................................... 13

7.1 7.2

'73 7.4 7.5 7.6 7.7

HEATING, VENTILATING AND AIR CONDITIONING ...................................................................................... 13 ELECTRICITY AND OTHER UTILITIES .......................................................................................................... 13 SPECIAL HVAC SERVICES AND UTILITIES AND ExCESS QUANTITIES ...................................................... , .. 13 OTHER LANDLORD SERVICES ..................................... : ............................................................................... 13 ADDITIONAL SERVICES PROVIDED BY LANDLORD ..................................................................................... 14 TELECOMMUNICATIONS .............................................................................................................................. 14 SIGNS AND PREMISES IDENTIFICATION ....................................................................................................... 14

ARTICLE 8 - OPERATION, CONTROL AND .MAINTENANCE BY LANDLORD ...................................... 15

8.1 0PERATIONOFTHEBUIT.DING BY LANDLORD ............................................................................................ 15 8 2 CONTROL OF THE BUILDING BY LANDLORD ............................................................................................... 15 8.3 NAMEOFBUILDING .................................................................................................................................... 15 8 .4 MAINTENANCE AND REPAJR BY LANDLORD ............................................................................................... 15 8.5 ACCESS BY l..ANDLORD ............................................................................................................................... 16 8.6 RELOCATION .............................................................................................................................................. 16

ARTICLE9-MAINTENANCE AND ALTERATIONS BY TENANT ................................................. : ............ 16

9.1 9.2 9.3 9.4 9.5

MAINTENANCE AND REPAIR BY TENANT .................................................................................................... 16 ALTERATIONS BY TENANT .......................................................................................................................... 16 REMOVAL OF IMPROVEMENTS AND FIXTURES ............................................................................................ 17 LIENS 17 NOTICE BY TENANT .................................................................................................................................... 17

ARTICLE 10 - USE OF PREMISES ...................................................................................................................... 17

10.1 PERMITTEDUSE .......................................................................................................................................... 17 10.2 COMPLIANCEWITH.LAWS ........................................................................................................................... 18 10.3 NUISANCE, INTERFERENCE, WASTE, OVERLOADING .................................................................................. 18 10.4 RULES AND REGULATIONS ......................................................................................................................... 18 10.5 ADDITIONALSPACES .................................................................................................................................. 18

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ARTICLE 11- INSURANCE, LIABILITY AND INDEMNITY ......................................................................... 18

I I .I TENANT'S INSURANCE ................................................................................................................................ 18 112 FORM OF TENANT POLICIES ........................................................................................................................ 19 11.3 CERTIFIED COPIES AND NOTICE TO LANDLORD .......................................................................................... 19 11.4 LANDLORD's INSURANCE ............................................................................................................................ 19 11.5 INSURANCE RISKS ...................................................................................................................................... 19 l I .6 Ml!fUAL RELEASES .................................................................................................................... , ............... 20 11.7 INDEMNITY BY TENANT ...................................................................................................................... : ....... 20

ARTICLE 12 - ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS ......................................... ·-······ 20

12.l TRANSFERS ................................................................................................................................................. 20 122 TENANT'S NOTICE ...................................................................................................................................... 21 12.3 CONDITIONS OF TRANSFER ......................................................................................................................... 21 12.4 CORPORATE RECORDS ................................................................................................................................ 22 12.5 PERMITTEDTRANSFERS .............................................................................................................................. 22 12.6 NO ADVERTISING ....................................................................................................................................... 22 12 .7 SALES OR DISPOSITIONS BY LANDLORD ..................................................................................................... 22

ARTICLE 13 - LANDLORD FINANCING AND STATUS CERTIFICATES .................................................. 22

13. I SUBORDINA T!ON AND POSTPONEMENT ....................................................................................................... 22 13.2 ATTORNMENT ............................................................................................................................................. 23 13.3 STATUS CERTIFICATES ............................................................................................................................... 23 13.4 RELIANCE ................................................................................................................................................... 23

ARTICLE 14 - DAMAGE, DESTRUCTION ......................................................................................................... 23

14.1 DAMAGE TO PREMJSES ............................................................................................................................... 23 14.2 REBUll.DINGPERIOD ............................................................................................................. 23 14.3 LANDLORD's RIGHTS ON REBUJLDING ........................................................................................................ 24 14.4 OPINION OFTHE EXPERT ............................................................................................................................. 24

ARTICLE IS-DEFAULT AND REMEDIES ....................................................................................................... 24

15.I EvENTS OF DEFAULT .................................................................................................................................. 24 15.2 REMED!ES ................................................................................................................................................... 24 15.3 DISTRESS ................................................................................ : ................................................................... 25 15 .4 INTEREST AND COSTS ................................................................................................................................. 25 15.5 REMEDIES CUMULATJVE ............................................................................................................................. 25

ARTICLE 16 - MISCELLANEOUS ............................. : ............................................... ·-······································· 25

16.1 162 16.3 16.4 16.5 16.6 16.7 16.8 16.9 16.10 16.11

RELATIONSHIP OF PARTIES ......................................................................................................................... 25 CONSENT NOT TO BE UNREASONABLY WITHHELD ..................................................................................... 25 0VERHOLDING ............................................................................................................................................ 25 REGISTRATION ............................................................................................................................................ 26 DEMOLITION ............................................................................................................................................... 26 UNAVOIDABLE DELAY ............................................................................................................................... 26 DECISIONS OF ExPERTS .............................................................................................................................. 26 NOTICES ..................................................................................................................................................... 26 CONFIDENTIALITY, PERSONAL INFORMATION ............................................................................................ 26 POWER, CAPACITY AND AUTHORITY .......................................................................................................... 26 LIABILITY OF LANDLORD ........................................................................................................................... 26

SCHEDULE "A" BUILDING- SPECIFIC INFORMATION

SCHEDULE "B" SKETCH SHOWING PREMISES

SCHEDULE "C" RULES AND REGULATIONS

SCHEDULE "D" CONSTRUCTION OF PREMISES

SCHEDULE "E" ADDITIONAL CLAUSES

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TIIlS LEASE, dated March 28, 2008, is made by the Landlord and the Tenant named in it who, in consideration of the rents, covenants and agreements contained in this Lease, covenant and agree as follows:

ARTICLE 1 - BASIC TERMS

1.1 Basic Terms (a} (i) Landlord:

(ii) Address of Landlord:

(b) (i) Tenant:

(ii) Address of Tenant:

(c} INTENTIONALLY DELETED

(d) Building:

(e) Premises:

(f} Rentable Area of Premises:

(g) (i) Term:

(ii) Commencement Date:

(iii) Expiry Date: ·

(h) Fix curing Period:

TOR H20:314355220 1107531

75 Eglinton Avenue East Limited Partnership I Richmond Street West, Suite 702 Toronto, Ontario M5H 3W4

Thomas Cook Canada Inc.

75 Eglinton Avenue East, Toronto, Ontario

75 Eglinton Avenue East, Toronto Ontario

Approximately 73,039 square feet of rentable area, comprising the entire rentable area of the office space in the Building (the "Office Premises"); and

Approximately 2,187 square feet on the north-west side of the Building labelled as Retail Space A on Schedule B and approximately 4,429 square feet on the north~ast side of the Building labelled as Retail Space B on Schedule B (collectively, the "Retail Premises")

Approximately 2,047 square feet of useable area of storage space, 365 s.f. of which are located on underground floor Pl, 841 sl. of which are located on underground floor P2, 841 sJ. of which are located on underground floor P3 and all other storage space which may become available on underground floors Pl, P2 or P3, which shall be leased to the Tenant (the "Storage Premises")

The Office Premises, the Retail Premises, and the Storage Premises as shown on Schedule "B" attached hereto, are collectively referred to as the "Premises".

Office Premises - Approximately 73,039 square feet of rentable area;

Retail Premises - Approximately 6,616 square feet of rentable area (subject to Section l.l(qq)).

Storage Premises - Approximately 2,047 square feet of useable area, together with the usable area of any other storage space on P3 which may be leased by the Tenant.

Fifteen (15) years

December 1, 2008 (subject to Section 4.4)

November 30, 2023 (subject to Section 4.4)

April 1, 2008 to November 30, 2008 (subject to Section 4.4)

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(i) Basic Rent:

Office Premises

Lease Year (i) Per Sq. Ft./Year

1-3 $19.00

4-5 $20.46

6-10 $21.96

11-15 $23.46

plus G.S.T.

Retail Premises A

Lease Year (i) Per Sq. Ft./Year

Up to and including June Nil 30, 2009,

July 1, 2009- November $45.00 30,2011

4-5 $46.46

6-10 $48.46

11-15 $50.46

plus G.S.T.

Retail Premises B

Lease Year (i) Per Sq. Ft./Y ear

1-3 $40.00

4-5 $41.46

6-10 $43.46

11-15 $45.46

plus G.S.T.

Storoge Premises

Lease Year (i) Per Sq. Ft./Year

I, 2 NIL

3-15 $IO.OD fully gross

(j) (i) Rent Deposit:

(ii) Security Deposit:

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(ii) Per Year (iii) Per Month

$1,387,741.00 $115,645.08

$1,494,377.94 $124,53150

$1,603,936.44 $133,66137

$1,713,494.94 $142,79115

(ii) Per Year (iii) Per Month

Nil Nil

$98,415.00 $8,20115

$101,608.02 $8,46734

$105,982.02 $8,831.84

$110,356.02 $9,196.34

(ii) Per Year (iii) Per Month

$177,160.00 $14,76333

$183,626.34 $15,302.20

$192,484.34 $16,04036

$201,34234 $16,77853

(ii) Per Year (iii) Per Mon th

NIL NIL

$20,470.00 $1,705.83

$238,531.75, plus G.S.T.

$4,738,531.75, exclusive of G.S.T.

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ARTICLE 2 - SPECIAL PROVISIONS

2.1 Option to Extend - The Tenant shall have one (1) option to extend the term of the Lease, as set out in Schedule "E" attached hereto.

3.1

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

ARTICLE 3 - DEFINITIONS AND INTERPRETATION

Definitions

"Additional Rent" means all amounts in addition to Basic Rent payable by the Tenant to the Landlord or any other Person pursuant to this Lease, other than Rental Taxes.

"Alterations" has the meaning set out in Section 92.

"Applicable Laws" means all statutes, laws, by-laws, regulations, ordinances, orders and requirements of governmental or other public authorities having jurisdiction in force from time to time. "Basic Rent" means the rent payable pursuant to Section 5.1.

"Building" means the building and all other structures, improvements, facilities and appurtenances that have b~en or will be constructed on the Lands (above, at or below grade), including the Building Systems and the Common Areas and Facilities, all as may be altered, expanded, reduced or reconstructed from time totime. ·

"Building Systems" n:ieans at any time: (i) all heating, ventilating and air-conditioning and other climate control systems and other systems, services, installations and facilities installed in or servicing the Building including, without limitation, the following systems, services, installations and facilities: elevators and escalators, mechanical (including plumbing, sprinkler, drainage and sewage), electrical and other utilities, lighting, sprinkler, life safety (including fue prevention, communications, security and surveillance), computer (including environmental, security and lighting control), ice and snow melting, refuse removal, window washing and music; (ii) all machinery, appliances, equipment, apparatus, components, computer software and appurtenances forming part of or used for or in connection with any of such systems, services, installations and facilities including, but not limited to, boilers, motors, generators, fans, pumps, pipes, conduits, ducts, valves, wiring, meters and controls, and the structures and shafts housing and enclosing any of them; and (iii) all Landlord owned or controlled telecommunications facilities, pathways, installations and equipment.

"Business Day" means any day which is not a SatuRlay, Sunday or a day observed as a holiday under the Applicable Laws in the province in which the Building is situate.

"Business Hours" means the normal business hours determined by the Landlord, acting reasonably, for the Building, which shall not be less than the hours set out in Part 2 of Schedule "A" on Business Days.

"Capital Tax" to the extent that same or any other similar tax is exigible means the amount deiennined by multiplying each of the "Applicable Rates" by the "Capital" and totalling the products. "Capital" is the amount of capital which the Landlord determines, without duplication, is invested from time to time by the owner(s) of the Building (including any interest in the Building), in doing all or any of: acquiring, developing, expanding, redeveloping and improving the Building. Capital will not be increased by any financing or re-financing except to the extent that the proceeds are invested in doing all or any of the foregoing. "Applicable Rate" is the capital tax rate specified from time to time under any law which imposes a tax in respect of the capital of corporations and for greater certainty includes Large Corporations Tax levied under the Income Tax Act (Canada) as amended from time to time. Each Applicable Rate will be considered to be the rate that would apply if each of the Landlord, the owner(s) of the Building and the related companies referred to above were taxable corporations that employed no capital outside the province in which the Building is located.

Gl "CDS" has the meaning set out in Section 7.6(c).

(k)

(I)

(m)

"Change of Control" means, in the case of the Tenant, the transfer or issue by sale, assignment, subscription, transmission on death, mortgage, charge, security interest, operation of law or otherwise, of any shares, voting rights or interest which would result in any change in the voting control of such corporation or partnershjp, unless such change occurs as a result of trading in the shares of a public corporation listed on a recognized stock exchange in Canada, the United States, or Europe.

"Commencement Date" means the date set out in or determined pursuant to Section l.l(g)(ii).

"Common Areas and Facilities" means those areas, facilities, improvements, installations and equipment in or around the Building existing from time to time that: (i) are-neither rented nor designated nor intended by the Landlord to be rented: and (ii) are provided or designated from time to time by the Landlord for use in common by the Landlord, the Tenant, other tenants of the Building or their sublessees, agents, employees, customers, invitees or licensees, whether or not those areas are open to the general public or to all tenants of the Building including, without limitation, the Building Systems, entrances, lobbies, access and service corridors, stairways, indoor and outdoor walkways (both open and enclosed), malls, courts and arcades (both open and enclosed), public seating areas and facilities, public washrooms, indoor and outdoor

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(n)

(o)

(p)

(q)

4

landscaping and landscaped areas, passageways or tu1UJels leading to any public walkway or other facilities or to other buildings or concourses, mailrooms, electrical, telecommunications, cable, meter, valve, mechanical, storage and janitor rooms, telecommunication and electrical risers, shipping and receiving areas and loading docks, package or passenger pick-up areas, waste disposal or recycling facilities, parking facilities, driveways, laneways and ramps and sidewalks, all as may be altered, expanded, reduced, reconstructed or relocated from time to time.

''Default Rate" means the Prime Rate plus three percent per annum;

"Early Termination" has the meaning set out in Section 12.3.

"Event of Default" has the meaning set out in Section 15.1.

"Expert" means any architect, engineer, land surveyor or other professional consultant appointed by the Landlord who, is qualified to perform the function for which he or she is retained.

(r) "Expiry Date" means the date set out in or determined pursuant co Section J .l(g)(iii).

(s)

(t)

(u)

(v)

(w)

(x)

(y)

(z)

(aa)

(bb)

(cc)

(dd)

"Fiscal Year" means the fiscal period(s) as designated by the Landlord from time to time. The Landlord may have different Fiscal Years for any one or more of the components of Additional Rent.

"Fixturing Period" means the period specified in Section I.I (h) provided to the Tenant to perfonn its fixturing of the Premises and in which period the Tenant shall be provided non-exclusive access to the Premises for the purpose of build-out and move in.

Intentionally deleted.

"Landlord" means the party named in Section I .l(a)(i).

"Lands" means che lands described in Part 1 of Schedule "A" (or such portion thereof as may be designated by !he Landlord from time to time), as altered, expanded or reduced from time to time.

"Lease" means this lease, including all schedules, as it may be amended.

"Lease Year" means: (i) in che case of the first Lease Year, the period begiruiing on the Commencement Date and ending on the last day of the 12th consecutive full month after the expiry of the calendar month in which the Commencement Date occurs (except that if che Commencement Date occurs on the first day of a calendar month, the first Lease· Year shall end on the day prior to the first anniversary of the Commencement Date) and; (ii) in the case of each subsequent Lease Year, consecutive 12 month periods, provided that the final Lease Year shall end on che Expiry Date.

"Leasehold Improvements" means all alterations, fixtures and improvements in or serving the Premises made from time to time by or on behalf of the Tenant including, without limitation, internal stairways, HV AC equipment (but only to the extent of an addition to or modification of the base building HV AC system), plumbing installations, doors, hardware, partitions (excluding moveable partitions), lighting fixtures, and wall-to-wall carpeting (excluding carpeting laid over a finished floor and removable without damage to such floor), but excluding trade fixtures and furniture and equipment not of the nature of fixtures.

"Measurement Standards" means the Building Owners and Managers Association ("BOMA ") International Measurement Standards which are identified in Part 3 of Schedule "A". Landlord will not re­measure based on any newer BOMA standard.

"Mortgage" means any mortgage, charge or security instrument (including a deed of trust or mortgage securing bonds) and all extensions, renewals, modifications, consolidations and replacements of any such item which may now or hereafter affect the Building or any part of it.

"Mortgagee" means the mortgagee, chargee or other secured party {including a trustee for bondholders), as the case may be, who from time to time holds a Mortgage.

"Notice" has the meaning set out in Section 16.8.

(ee) "Operating Costs" has the meaning set out in Section 65.

(ff)

(gg)

(hh)

"Permitted Transferee" has the meaning set out in Section 12.5.

"Person" means any individual, partnership, corporation, trust, trustee or other entity or any combination of chem.

"Premises" means that part of the Building identified in Section I.I (e) and approximately shown cross­hatched on Schedule "B ",extending to: (i) the interior face of all exterior walls, doors and windows; (ii) the interior face of all interior walls, doors and windows separating the Premises from Common Areas and Facilities; (iii) che centre line of all interior walls separating the Premises from adjoining leaseable premises; and (iv) the top surface of the structural subfloor and the top surface of tbe suspended or plaster

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ceiling (or the bottom surface of the structural ceiling· if there is no suspended or plaster ceiling). Any Building Systems located in the Premises do not form pan of the Premises.

(ii) "Prime· Rate" means:the annual rate of interest announced from time to time by the Bank of Montreal as the rate of interest used by such bank a·s a reference rate in setting rates of interest for Canadian dollar commercial loanS and commonly referred to by such bank as its Canadian "prime rate".

(jj) "Property Taxes" means the aggregate of all taxes, rates, duties, levies, fees, charges (including lo\:al improvement charges) and assessments whatsoever, imposed, assessed, levied, rated or charged against or in respect of tbe Lands or Building (or any pan of tbe Building) from time to time by any lawful taxing or assessing authority, whether school, municipal, regional, provincial, or otherwise, and any taxes or other amounts which are imposed in lieu of, or in addition to, any of the foregoing whether or not in existence on the Commencement Date and whether of the foregoing character or not, but excluding taxes on the income or profits of the Landlord except to the extent that they are levied in lieu of the foregoing.

(kk) "Proportionate Share" means a fraction which has: (i) as its numerator, the Rentable Area of the Premises, and (ii) as its denominator, the Rentablc Area of the Building.

(II) ·"Rent" means all Basic Rent and Additional Rent.

(mm) "Rent Deposit" means the amount specified in Section l.l(j)(i).

{nn)

(oo)

(pp)

(qq)

(rr)

(SS)

"Ren table Area" means: (i) in the case of the Premises and any other premises included in the Building, the area of such premises determined in accordance with the Measurement Standards; and (ii) in the case of the Building the aggregate of the area of all premises in the Building that are rented, or designated or intended by the Landlord to be rented (whether actually rented or not) but excluding storage areas, determined in accordance with the Measurement Standards. The Rentable Area of the Building may be adjusted from time to time to reflect any alteration, expansion, reduction, recalculation or other change.

"Rental Taxes" means any tax or duty imposed upon either the Landlord or the Tenant which is measured by or based in whole or in pan directly upon the Rent payable under this Lease or in respect of the rental or rental value of premises under this Lease whether existing at the date of this Lease or hereafter imposed by any governmental authority including, without limitation, goods and services tax, harmonized sales tax, value added tax, business transfer tax, sales tax, federal sales tax, excise taxes or duties or any tax similar to the foregoing.

"Required Conditions" means:

i. Execution and delivery of the Lease by Tenant and Landlord;

ii. Tenant is not currently in default and has not been in material default more than three (3) times during the previous five (5) years;

iii. Tenant is in occupancy of at least fifty percent (50%) of the Premises.

"Retail Premises" means the approximately 6,616 s.f. of retail space on the ground floor of Building which constitute a ponion of the Premises, and which shall include any space taken from this retail area and added to the lobby at the Tenant's request. For clarity, the Tenant shall pay Basic Rent on any such space taken from the retail area and added to the lobby at Tenant's request at the rate applicable to the Retail Premises B.

"Rules and Regulations" means the Rules and Regulations annexed hereto as Schedule "C" together with any amendments, deletions and additions made by the Landlord from time to time pursuant to Section 10.4, all of which shall form pan of this Lease.

"Security Deposit" means the amount specified in Section l.l(j)(ii).

(tt) "Tenant" means the party named in Section l.l(b)(i).

(uu) "Term" means the period of time specified in Section l.l(g)(i) which commences on the Commencement Date and expires on the Expiry Date, unless terminated earlier pursuant to the provisions of this Lease.

(vv) "Transfer" means all or any of the following, whether by conveyance, written agreement or otherwise: (i) an assignment of this Lease in whole or in pan; (ii) a sublease of all or any pan of the Premises; (iii) the sharing or transfer of any right of use or occupancy of all or any part of the Premises; (iv) any mortgage, charge or encumbrance of this Lease or the Premises or any pan of the Premises or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligation; (v) a Change of Control, and includes any transaction.or occurrence whatsoever (including, but not limited to, e~propriation, receivership proceedings, seizure by legal process and transfer by operation of law), which has changed or might change the identity of the Person having use or occupancy of any pan of the Premises and (vi) or any other Transfer or assignment of the Tenant's interest in the Premises.

(ww) "Transferee" means the Person to whom a Transfer is or is to be made.

(xx) "TSP" has the meaning set out in Section 7 .6(b).

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(yy) "Unavoidable Delay" has the meaning set out in Section 16.6.

3.2 Entire Agreement, Amendments, Waiver

This Lease contains the entire agreement between the parties with respect to the subject matter of this Lease and 1here are no other agreements, promises or understandings, oral or written, between the parties in respect of this subject matter. This Lease may be amended only by written agreement between the Landlord and the Tenant. No electronic communications between the parties will have the effect of amending this Lease. No provisions of this Lease shall be deemed to have been waived by the Landlord or the Tenant unless such waiver is in writing signed by such party. If either the Landlord or the Tenant excuses or condones any default by the other of any obligation under this Lease, no waiver of such obligation shall be implied in respect of any continuing or subsequent default. The Landlord's receipt of Rent with knowledge of a breach shall not be deemed a waiver of any breach.

3.3 Acceptance and Application of Rent

Any endorsement, statement, condition, direction or other communication on or accompanying any Rent payment shall not be binding on the Landlord and the acceptance of any such payment shall be without prejudice to the Landlord's right to recover the balance of Rent then owing or to pursue any other remedy available to the Landlord. Any payment received by the Landlord may be applied lowards amounts then outstanding under this Lease in such manner as the Landlord determines.

3.4

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

General Rules of Interpretation

Obligations as Covenants: Each obligation of the Landlord and the Tenant in this Lease shall be considered a covenant for all purposes. If the Tenant or Landlord has failed to perform any of its obligations under this Lease, such obligations shall survive the expiration or other termination of this Lease.

Time: Time is of the essence of this Lease.

Number. Gender: The grammatical changes required to make the provisions of this Lease apply in the plural sense where the Tenant or Landlord comprises more than one Person and to individuals (male or female), partnerships, corporations, trusts or trustees will be assumed as though in each case fully expressed.

Liability: If the Tenant or Landlord, as the case may be, consists of more than one Person, the covenants of the Tenant or the Landlord, as the case may be, shall be joint and several covenants of each such Person. If the Tenant or Landlord, as the case may be, is a partnership, each Person who is presently a partner of the partnership and each Person who becomes a member of any successor partnership shall be and continue to be bound jointly and severally for the performance of and shall be and continue to be subject to all of the terms, obligations and conditions of this Lease, whether or not such Person ceases to be a member of such partnership or successor partnership and whether or not such partnership continues to exist.

Governing Law: This Lease shall be governed by and construed under the Applicable Laws of the jurisdiction in which the Building is located and the parties attom and submit to the jurisdiction of the courts of such jurisdiction.

Headings: The headings of the Articles and Sections are included for convenience only, and shall have no effect upon the construction or interpretation of this I::ease.

Landlord as Trustee: Any and all exculpatory provisions and releases included in this Lease for the benefit of the Landlord are inlended also to benefit the Mortgagees, property managers, and the officers, directors, shareholders, employees, agents of each one of them and, for the purposes of such provisions, the Landlord is acting as agent or trustee on behalf of and for 1he benefit of the persons mentioned above.

Severability: Should any provision of this Lease be or become invalid, void, illegal or not enforceable, such provision shall be considered separate and severable from this Lease and the remaining provisions shall remain in force and be binding upon the parties herelO as though such provision had not been included.

3.5 Successors

This Lease and everything herein contained shall extend to and bind the successors and assigns of the Landlord and the legal representatives, heirs, executors, administrators, successors and permitted assigns of the Tenant (as the case may be).

ARTICLE 4 - GRANT AND TERM

4.1 Term, Demise

The Landlord hereby demises and leases the Premises to the Tenant for the Term (unless terminated earlier pursuant to this Lease), 10 have and to hold during the Term, subject to lhe terms and conditions of this Lease. The Landlord grants to the Tenant a non-exclusive licence throughout the Term to the benefit or use (as may be appropriate) of !hose Common Areas and Facilities which provide access to the Premises or which are generally made available to all tenants in the Building, in coounon with other tenants of the Building and with all others entitled thereto, subject

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to the terms and· conditions of this Lease. For clarity, subject to the tenns and conditions of this Lease, and subject to Landlord's reasonable rules, regulations, and security requirements in effect from time to time, the Tenant shall have access to the Premises twenty-four (24) hours a day, seven (7) days a week, throughout the Tenn and any extension thereof.

4.2 Acceptance

The Tenant hereby leases and accepts the Premises from the Landlonl and covenants to pay the Rent and to observe and perform all the covenants and obligations to be observed and performed by the Tenant pursuant to this Lease. The Tenant agrees that, except as may be specifically set out herein, the Premises are accepted on an "as is" basis and there is no promise, representation or undertaking binding upon the Landlonl with respect to any alteration, remodelling or decoration of the Premises or with respect to the installation of equipment or fixtures in the Premises, except as detailed on the attached Schedule "D" Part A.

4.3 Quiet Enjoyment

If the Tenant pays the Rent, and fully perfonns all its obligations under this Lease then the Tenant shall be entitled, subject to the provisions of this Lease, to peaceful and quiet enjoyment of the Premises for the Term.

4.4 Fixturing Period

The Landlonl shall deliver possession of the Premises by April I, 2008, subject to events of force majeure or any unreasonable delay caused by Tenant's request. The parties acknowledge that the Tenant shall not have exclusive possession as of April I, 2008 and that both the Landlord and Tenant shall cooperate with each other and coonlinate their respective work to the extent reasonably possible during the Fixturing Period. In furtherance of same, the Landlonl and the Tenant shall agree upon a construction schedule for their respective work in the interests of maximizing time and cost savings. Notwithstanding the foregoing, the Landlonl shall proceed diligently and use all commercially reasonable efforts to complete all of the Landlonl's Work prior to April 1, 2008, or as soon thereafter <\S possible.

Without affecting the Landlonl's obligation to deliver the Premises as noted above, the Landlord shall give the Tenant at least fifteen (15) days notice confirming the date upon which the Premises will be ready for the Tenant to commence its fixturing.

Subject to events of force majeure and unreasonable delays that may be caused by Tenant's requests, in the event the Tenant is delayed inits fixturing such that it cannot occupy the Premises for the purposes of conducting its business on or before September 15, 2008, then for each day that the Tenant is delayed in conducting its business in the Premises after September 15, 2008 (the "Delay"), each of the Fixturing Period, the Commencement Date, the Expiry Date and the dates upon which the Landlord was to have non-exclusive access to the Merton Prell!ises and also the effective date of the assignment of the Merton Lease to the Landlord, shall all be delayed or extended by the same length of time as the Delay. For clarity, the Tenant shall be entitled to approximately 75 days of occupancy, with all of the Landlord's Work and Tenant's Work substantially completed such that the Tenant can operate its business, prior to the Commencement Date occurring. There shall also be no Rent payable during the Fixturing Period, but all other provisions of this Lease shall apply, as appropriate.

'-' ARTICLE 5 - RENT

5.1 Basic Rent

The Tenant shall pay to the Landlord Basic Rent in the amount set out in Section l.l(i) for the respective Lease Year, by equal consecutive monthly instalments in advance on the first day of each month, subject to any adjustment pursuant to Section 5 .3.

5.2 Additional Rent

The Tenant shall also pay throughout the Tenn, at the times and in the manner provided in this Lease, all Additional Rent which shall, except as otherwise provided in this Lease, be payable within 15 days of receipt by the Tenant of an invoice, statement or demand for it.

5.3 Adjustment Due to Measurement

The Landlord shall cause the Rentable Area of the Premises to be measured by an Expert in accordance with the Measurement Standards prior to or within six months of the Commencement Date and, if necessary as a result of such measurement, the annual Basic Rent and the calculation of Additional Rent shall be adjusted by the Landlord. The effective date of any such adjustment shall be the Commencement Date.

Any such measurement by an Expen shall be final and binding on the Landlord and the Tenant. Neither the Landlord nor the Tenant may claim any adjustment to the annuai -Basic Rent or to the calculation of Additional Rent based on the Rentable Area of the Premises except in accordance with a measurement by an Expert made pursuant to this Section and, for greater certainty, neither the Landlord nor the Tenant may claim any adjustment to the annual Basic Rent or to the calculation of Additional Rent based on such measurement for the period prior to the effective date of such adjustment as set out above.

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(d)

(e)

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Payment of Rent - General

All payments required to be made by the Tenant pursuant to this Lease shall be paid when due, without prior demand and without any abatement, set-off, compensation or deduction whatsoever, except as may be otherwise expressly provided herein, at the address of the Landlord set out iri Section l .l(a)(ii) or at such other place as the Landlord may designate from time to time to the Tenant.

All payments required to be made by the Tenant pursuant to this Lease, except for Rental Taxes, shall be deemed to be Rent and shall be payable and recoverable as Rent, and the Landlord shall have all rights against the Tenant for default in any such payment as in the case of arrears of Rent.

The Tenant shall pay to the Landlord all Rental Taxes applicable from time to time, calculated and payable in accordance with Applicable Laws and the Ten~nt shall pay such amount at the earlier of: (i) the time provided for by Applicable Laws; and (ii) the time such Rent is required to be paid under this Lease. The amount payable by the Tenant on account of Rental Taxes shall be deemed not to be Rent for the purpose of such calculation but in the event of a failure by the Tenant to pay any amount, the Landlord shall have the same rights and remedies as it has in the event of a failure by the Tenant to pay Rent.

At the Landlord's request, the Tenant shall make all payments under this Lease by way of monthly cheques or electronic funds transfer, as Landlord may elect from time to time, from the Tenant's bank account and shall execute and deliver either concurrently with this Lease or from time to time within three Business Days following request for it, such documentation as may be required by the Landlord and its bank in order to effect such payments.

If the Commencement Date is other than the first day of a full period in respect of which any item of Rent is calculated, or the Expiry Date is other than the last day of a full period, then unless otherwise provided in this Lease, the amount of such item of Rent payable in respect of the broken period shall be prorated based on a 365 day year.

5.5 Payment of Additional Rent

(a)

(b)

(c)

(d)

Prior to the Commencement Date and at or prior to the beginning of each Fiscal Year thereafter, the Landlord shall compute and deliver to the Tenant a bona fide estimate in respect of such Fiscal Year of the Tenant's share of Property Taxes, the Tenant's Proportionate Share of Operating Costs and such other items of Additional Rent as the Landlord may estimate in advance and the Tenant shall pay to the Landlord in monthly installments one-twelfth of such estimate simultaneously with the Tenant's payments of Basic Rent, provided that the monthly installments on account of tlie Tenant's share of Property Taxes may be determined so that the Landlord collects all such amounts payable by the Tenant by the fmal due date in the relevant calendar year. The Landlord may from time to time re-estimate any items of Additional Rent and may fix monthly instalments for the then remaining balance of the Fiscal Year so char such items will be entirely paid during such Fiscal Year.

The Landlord shall deliver to the Tenant within a reasonable period of time, bur in any event within one hundred twenty (120) days after the end of each Fiscal Year, a written statement or statements (the "Statement") setting out in reasonable detail the amount of Operating Costs, the Property Taxes and such other items of Additional Rent as the Landlord estimated in advance for such Fiscal Year. If the Tenant's share of Property-Taxes, the Tenant's Proportionate Share of Operating Costs and other items of Additional Rent actually paid by the Tenant to the Landlord during such Fiscal Year differs from the amount of the Tenant's share of Property Taxes, the Tenant's Proportionate Share of Operaring Costs and other items of · Additional Rent payable for such Fiscal Year, the Tenant shall pay such difference or the Landlord shall credit the Tenant's account (as the case may be), without interest within 30 days after the date of delivery of the Statement. Failure of the Landlord to render any Statement within 12 months of a Fiscal Year shall preclude Landlord from requesting any adjustment of Additional Rent for such Fiscal Year in excess of what Tenant has paid for such year. The Landlord may render amended or corrected Statements.

The Tenant shall not claim a re-adjustment in respect of Operating Costs or Property Taxes or other items of Additional Rent estimated by the Landlord or the share payable by the Tenant on account thereof for any Fiscal Year except by Notice given to the Landlord within twelve (Ii) months after delivery of the Statement, stating the particulars of the error in computation.

If the Tenant disputes the accuracy of any Statement within the period permitted under Section 5.5(c) above and the Landlord and the Tenant fail to settle the matter within thirty (30) days thereafter, the matter shall be referred to an independent auditor acceptable to both the Landlord and Tenant, both acting reasonably. If the parties cannot agree upon such auditor, then the Landlord shall select any one of Ernst & Young LLP, PricewaterhouseCoopers LLP, KPMG LLP or Delaine & Touche LLP to act as auditor. The Tenant shall pay in accordance with the Statement until the written decision of such auditor is rendered. The independent auditor's signed determination shall be final and binding on both the Landlord and the Tenant. Any adjustment required to any previous payment made by the Tenant or the Landlord by reason of any such determination shall be made within 30 days thereof, and the party required to pay such adjustment shall bear aU costs of the independent auditor.

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5.6 Rent Deposit

The Landlord acknowledges receipt from the Tenant of the Rent Deposit to be applied to the Rent as it becomes due or as otherwise provided in Section I .I (j)(i)

5.7 Security Deposit

The Landlord acknowledges receipt from the Tenant of the Security Deposit to be held, without interest, as security (without prejudice to the Landlord's other rights and remedies) for the observance and performance of the Tenant's obligations under this Lease. If the Tenant defaults in the performance of any of the terms, covenants, conditions and provisions of this Lease as and when the same are due to be performed by the Tenant, and fails to remedy same within any applicable cure periods, then the Landlord, at its option, may appropriate and apply all or any part of the Securify Deposit to the extent necessary to address of any losses or damages sustained by the Landlord as a result of such default. Upon demand by the Landlord following any such appropriation, the Tenant shall pay to the Landlord an amount sufficient to restore the total original amount of the Security Deposit. If the Tenant complies with all of the terms, covenants, conditions and provisions under this Lease and is not then overholding in accordance with Section 16.3, the Security Deposit shall be returned to the Tenant without interest within five (5) Business Days after the expiry or earlier termination of the Term, or, at the Landlord's option, shall be applied by the Landlord on account of the last month's Rent.

Notwithstanding the foregoing, the parties agree that $4,500,000 of the Security Deposit will be returned to the _Tenant, whether or not the Tenant is then in default and without any conditions whatsoever, aS follows:

(i) $1,250,000 (without GST) on March 31, 2009;

(ii) $1,250,000 (without GST) on June 30, 2009;

(iii) $1,250,000 (without GST) on September 30, 2009; and

(iv) $750,000 (without GST) on December 31, 2009.

Assuming the above-noted payments are made in full on the dates noted, the remaining Security Deposit of $238,531.75 and shall be retained by the Landlord in accordance with this section 5.7. In the event the Landlord does not return portions of the Security Deposit in the amounts and on the dates noted above, the Tenant shall have the right to set-off Rent without notice until the amount owing, together with interest at the Prime Rate plus 8 3, is recovered in full.

5.8 Net Lease

The Tenant acknowledges and agrees that it is intended that this Lease shall be a completely carefree net lease for the Landlord and that the Landlord shall not be responsible for any costs, charges, expenses and outlays of any nature whatsoever arising from or relating to the Premises or the Building during the Term, whether foreseen or unforeseen and whether or not within the contemplation of the parties at the commencement of the Term, except as shall be otherwise expressly provided in this Lease.

ARTICLE 6- OPERATING COSTS AND TAXES

6.1 Property Taxes Payable by Landlord

The Landlord shall pay all Property Taxes, but it may defer such payments or compliance. to the fullest extent permitted by law so long as it pursues in good faith any contest or appeal of any such Property Taxes with reasonable diligence.

6.2

(a)

(b)

Property Taxes Payable by Tenant

The Tenant shall pay as Additional Rent directly to the Landlord in each Fiscal Year the Tenant's share of Property Taxes as determined pursuant to this Section.

The Tenant's share of Property Taxes shall be the portion of the Property Taxes that are attributable to the Premises, as determined by the Landlord, acting reasonably. Without limiting the foregoing:

(i)

(ii)

(iii)

(iv)

the Landlord may, if it so elects, determine that the Tenant's share of Property Taxes attributable to the Premises shall be the Proportionate Share of Property Taxes;

the Landlord shall be entitled, but not obligated, to allocate Property Taxes amongst categories of premises in the Building on the basis of such factors as the Landlord determines to be relevant and to adjust the Tenant's share of Property Taxes based on such allocation;

if there are separate assessments (or, in .lieu of separate assessments, calculations made by authorities having jurisdiction from which separate assessments may, in the Landlord's opinion, be readily determined) for the Premises for Property Taxes, the Landlord may have regard thereto;

nothing herein shall compel or require the Landlord to adjust, continue to adjust or to make the same determination or allocation of Property Taxes from year to year or in any Fiscal Year; and

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(v) for the purposes of detennining the share of Property Taxes payable by the Tenant pursuant to this Lease, Property Taxes shall be based on the actual amount assessed and shall take into account any actual reduction of Property Taxes resulting from a change of assessment category or class of premises within the Building.

Business Taxes and Other Taxes of Tenant

Intentionally deleted.

6.4 Assessment Appeals

The Tenant shall have the right at its sole expense, to appeal any governmental assessment or determination of the value of the Building or any portion of the Building whether or not the assessment or determination affects and the amount of Property Taxes or other taxes, rates, ducies, levies or assessments to be paid by the Tenant: Notwithstanding the foregoing, the Landlord shall have the right to asswne carriage of any such appeal initiated by Tenant upon written notice to Tenant, and thereafter the appeal shall be conducted at Landlord's expense.

6.5 Operating Costs

The Tenant shall pay its Proportionate Share of Operating Costs to the Landlord. "Operating Costs" means the total, without duplication, of the costs, expenses, fees, rentals, disbursements and outlays (in Sections 6.5 referred to collectively as "costs") of every kind, whether direct or indirect, paid, payable or incurred by or on behalf of the Landlord on an accrual basis (or on a cash basis to tJ:ie extent that the Landlord determines is reasonable) in the maintenance, repair, replacement, operation, administration, supervision and management of the Building, including, without limitation:

(a)

(b)

(c)

(d)

(e)

(t)

(g)

(h)

(i)

(j)

costs of providing security, supervision, traffic control, janitorial, landscaping, window cleaning, waste collection, disposal and recycling and snow removal services (including side walks and other areas adjacent to the Building) and the costs of machinery, supplies, tools, equipment and materials used in connection with the Building (including rental costs of such items);

Intentionally deleted;

Intentionally deleted;

the cost of all repairs, maintenance and rental charges of any equipment and signs and the cost of all supplies, used in the maintenance and operation of the Building and Lands;

decoration of the Common Areas and Facilities to normal office building standards (but only to the extent that Tenant fails to do so);

all business, transfer, multi-stage sales, sales, use, consumption, value-added or other similar taxes (collectively "Sales Taxes") imposed by any federal, provincial, or municipal government upon the Landlord in respect of the goods and services provided by the Landlord hereunder (excluding any such Sales Taxes which are available to and received by the Landlord as a credit or refund in determining the Landlord's net tax liability on account of Sales Taxes, but only to the extent such Sales Taxes are included in Operating Costs);

costs of telecommunications and broadband services and facilities (including riser, rooftop, telephone room and wireless management), and infonnation technology, to the extent requested by Tenant;

telecopier, stationery, office equipment, supplies (whether on or off site and whether incurred by the Landlord or a management company), signs and directory boards and other services and materials required for management, maintenance and operation;

costs of providing electricity, fuel, heat, processed air, water, telephone, gas, sewage disposal and other utilities and services (but only to the extent not paid directly by Tenant) and including all energy appropriate and customary management and administration costs and costs of replacing building standard electric light fixtures, ballasts, tubes, starters, lamps, light bulbs and controls (to the extent such item is charged separately to the Tenant pursuant to this Lease then the costs of any such item attributable to other Jeaseable premises shall be excluded);

costs of:

(i) operating, maintaining, modifying and repairing the Building, or replacing those components of the Building that need to be replaced in the normal course from time to time, including without limitation such costs where incurred by the Landlord in order to comply with Applicable Laws or required by rhe Landlord's insurance carrier;

(ii) providing, insralling, modifying and upgrading energy conservation equipment and systems, life safety and emergency response systems, materials and procedures and telecommunication and broadband systems and equipment if any;

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(k)

(I)

(m)

(n)

(o)

(p)

(q)

(r)

(s)

(iii)

(iv)

II

making alterations or additions to the Building intended to reduce Operating Costs, improve the operation of the Building and the systems, facilities and equipment seiving the Building and Lands, or maintain their operation; ·

all repairs and replacements (excluding repairs and replacements which are structural in nature but including replacements which are considered capital items in accordance with generally accepted accounting principles, which capital items are to be depreciated or amortized in accordance with (k) below) to and maintenance (including, without limitation, elevators, escalators and other transportation equipment, if any) seiving the Building and all repairs and replacements undertaken by the Landlord for the general safety and benefit of the tenants of the Building or Lands;

(v) replacing machinery or equipment which by its nature requires periodic replacement,

all to the extent that such costs are fully chargeable in the Fiscal Year in which they are incurred in accordance with generally accepted accounting principles;

depreciation or amortization of the costs referred to in Section 6.50) above as determined in accordance with generally accepted accounting principles, if such costs have not been charged fully in the Fiscal Year in which they are incurred, and interest on the undepreciated or unamortized balance of such costs, calculated monthly, at an annual rate equal to 2 % above the Prime Rate in effect on the first day of each Fiscal Year;

amounts paid to, or reasonably attributable to the remuneration of, all personnel (whether on or off-site and whether employed by the Landlord or a management company) involved in the maintenance, repair, replacement, operation, administration, supervision and management of the Building, including fringe benefits, severance pay, termination payments and other employment costs;

auditing, accounting, legal and other professional and consulting fees and disbursements incurred in connection with the maintenance, repair, replacement, operation, administration, supeivision and management of the Building, including those incurred with respect to the preparation of the statements required under the provisions of this Lease and costs of administering, minimizing, contesting or appealing assessments of Property Taxes (whether or not successful);

costs of all insurance which the Landlord is obligated or permitted to obtain under this Lease and the amounts of losses incurred or claims paid either below the insurance deductible amounts or as the co­insurance portion of an insured claim;

Intentionally deleted;

Capital Tax, to the extent same is exigible;

Intentionally deleted;

a management fee equal to 4.25 3 of Rent, but excluding this management fee and all utilities paid directly by Tenant;

a signage fee equal to three thousand, nine hundred dollar.; $3,900 per month;

(t) Intentionally deleted;

Notwithstanding anything to the contrary contained herein, the following shall be excluded from Operating Costs:

(u) interest and principal payments on financing of the Landlord, and any other debt costs of the Landlord;

(v)

(w)

(x)

(y)

(z)

(aa)

payments under any ground lease;

costs or expenses incurred with respect to the acquisition, development, construction, furnishing, initial landscaping of the Lands or the Building;

costs or expenses resulting from any inadequacy in the design or construction of the Building or with respect to poor workmanship or materials in connection with such construction;

costs of repairs done by the Landlord and for which the Landlord has been or is to be reimbursed either as a result of an insurance claim or otherwise;

commissions, fees and all other expenses incurred in connection with marketing or leasing the Building or any part thereof, including without limitation the cost of work which the Landlord does in any other leased premises in the Building for the purpose of obtaining a new tenant of such premises or for the purposes of obt.aining a renewal;

amounts for which the Landlord is reimbursed by tenants or third parties including, without limitation, insurance premiums chargeable to tenants other than pursuant to this definition;

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any administrative, management and overhead costs of the Landlord, except as otherwise set out herein;

income taxes and all other taxes personal to the Landlord which arise from the income derived from the Lands or Building as opposed from the ownership of such assets;

the amount of insurance premiums to the extent they are payable in respect of insurance coverage arranged by the Landlord on behalf of a specific tenant of the Building and to the extent such coverage is not provided for in this Lease;

operating expenses which are recovered from insurance proceeds or which should have been recovered if Landlord had complied with its insurance covenants hereunder;

(ff) costs covered by warranties or guarantees to the extent of amounts paid to Landlord; and

(gg) any cost which would otherwise be included in Operating Costs, but consists of an amount paid to a corporate affiliate, parent or subsidiary of the Landlord, to the extent such amount is in excess of the fair market value of the said item or service were the expense incurred in an arms-length transaction;

(hh) any bad debt loss, rent loss or reserves for bad debts or rent loss;

(ii) any amount paid as a fine or a penalty as a result of a violation of law (provided such violation of law was not caused by or contributed to by the Tenant), or the payment of any amount which would constitute a violation of law, or the reimbursement of which would constitute a violation of law;

(jj) all costs incurred in connection with the rectification of any work done by the Landlord in the Premises or in the Building or on the Lands which did not comply with and conform to every applicable statute, law, by­law, and regulation in effect at the time such work was done;

(kk) the amount of any sales tax, goods and services tax, value added tax or any similar tax ("Sales Tax") paid or payable by the Landlord on the purchase of goods and services included in Operating Costs which may be available to the Landlord as a credit in determining the Landlord's net tax liability or refund on account of Sales Tax, but only to the extent Sales Tax is included in Operating Costs;

(II) the cost of any insurance premiums relating to risks or amounts which are· not normally insured against by reasonably prudent owners of similar buildings;

(mm) any costs which are above reasonable or competitive market costs, unless a prudent owner would also have incurred such above-market cost in the circumstances.

6.6 Adjustments of Operating Costs

In computing Operating Costs:

(a)

(b)

where the Landlord detennines, acting reasonably but in its sole discretion, that any itern(s) of Operating Costs are provided only to or for the benefit of a portion of the Building, then the Landlord shall be entitled, but not obligated, to allocate the cost of those item(s) over such portion of the Building and adjust the Tenant's Operating Cost payment based on such allocation;

if the Building is comprised of different categories of leaseable premises, the Landlord shall be entitled, but not obligated, to allocate Operating Costs among the various categories on the basis of such factors as the Landlord detennines to be relevant and to adjust the Tenant's Operating Cost payment based on such allocation;

(c) if any facilities, services or utilities:

(d)

6.7

(i)

(ii)

for the operation, administration, management, repair and maintenance of the Building are provided from another building or other buildings owned or operated by Landlord or its manager; or

are otherwise shared between the Building and another building or other buildings, the costs, charges and expenses of such items shall be allocated by the Landlord, between the Building and other building or buildings; and

if less than 100% of the Rentable Area of the Building is completed or occupied during any period for which a computation must be made, the amount of those Operating Costs that vary with occupancy will be increased by the amount of the additional costs determined by the Landlord, that would have been incurred had 100% of the Rentable Area of the Building been completed or occupied during that period, provided that the foregoing shall not result in the amount the Tenant pays as its Proportionate Share of such Operating Costs being greater than it would be if the Building was fully occupied and completed.

Reduction or Control of Operating Costs

The Tenant shall comply with any practices or procedures that the Landlord, may from time to time introduce to reduce or control Operating Costs and shall pay, as Additional Rent, all costs, as detennined by the Landlord, that

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may be incurred by the Landlord as a result of any non-compliance. The Landlord shall use an Expert to assist it in making such detennination.

6.8 Estimate of Operating Costs

The Landlord estimates that the Tenant's proportionate share of Operating Costs with respect to the Premises, including Property Taxes, would have been approximately $17 per square foot for the 2007 calendar year. This is a bona fide estimate made by Landlord based on information available to it, but it not intended to be binding upon the Landlord nor limit Tenant's obligations hereunder.

7.1

(a)

(b)

ARTICLE 7 - HV AC, UTILITIES AND OTHER LANDLORD SERVICES

Heating, Ventilating and Air Conditioning

The Landlord shall provide processed air in quantities and at temperatures required to maintain conditions within a reasonable temperature range in the Premises. If the Tenant requests the provision of processed air outside Business Hours, the Landlord shall provide such processed air on a floor by floor basis if it is reasonably able to do so and at the Tenant's cost, but without any mark-up.

Any rebalancing of the climate control system necessitated by the installation of partitions, equipment or fixtures by the Tenant or by any use of the Premises not in accordance with the design standards of such system shall be performed by the Landlord at the Tenant's expense. The Landlord shall no't be responsible for inadequate performance of the Building Systems if: (i) attributable to any arrangement of partitioning in the Premises or changes therein, the failure to shade windows which are exposed to the sun, the production by the Tenant of smoke, odours or contaminated air which the Building Systems are not designed to accommodate, or any use of electrical power by the Tenant which exceeds the standard of normal use as determined by the Landlord; (ii) the occupancy level of the Premises exceeds one person to every 100 square feet of Rentable Area of the Premises on an open floor basis; or (iii) the Tenant does not keep the heating, ventilation or air-conditioning vents or air returns free and clear of all obstructions.

7.2 Electricity and Other Utilities

(a)

(b)

(c)

7.3

The Landlord will provide and permit the Tenant to use the electricity, domestic water, sewage disposal and other utility services serving the Building in such quantities as the Landlord, from time to time determines to constitute normal use for tenants in the Building. The Tenant shall not overload the capacity of any such service. The Tenant shall not bring onto the Premis.es any installations, appliances or business machines which are likely to consume significant amounts of electricity or other utilities or which require special venting without the prior written consent of the Landlord. The Tenant shall not engage any Person to provide any utility service to the Premises.

The Landlord shall replace building standard and, at the Landlord's election, non-standard electric light fixtures, ballasts, tubes, starters, lamps, light bulbs and controls in the Premises. In carrying out its obligations, the Landlord may adopt a system of periodic group relamping in' accordance with sound building management practices.

The Landlord may install separate meters or other measuring devices in the Premises or elsewhere to measure the Tenant's consumption of electricity in the Premises in the event there are multiple tenants leasing space in the office portion of the Building directlY. from the Landlord. Tenant shall pay directly to the supplier of electricity and other utility services the cost of same consumed in the Premises.

Special HV AC Services and Utilities and Excess Quantities

If the Tenant requests interior climate control services, electricity, sewage disposal, water or other utility services of a type or in quantities that exceed normal use by office tenants generally, the Landlord shall supply such services provided the provision of such services; (a) is within the capacity of the Building Systems; (b) would not affect the structure of the Building. The Tenant will pay to the Landlord all costs, both non-recurring and recurring, of providing all such services. Such costs shall be determined by the Landlord in a reasonable manner, which may include installation at the Tenant's expense of separate meters or other measuring devices in the Premises or elsewhere or the Landlord may use an Expert to assist it in determining such costs.

7.4 Other Landlord Services

(a)

(b)

The Landlord shall provide janitorial services to the Premises in accordance with standards from time to time prevailing for similar office buildings in the area in which the Building is located. The Tenant shall grant access necessary for the perfonnance of the janitorial services and shall leave the Premises in a condition that facilitates the perfonnance of such services. Other than as included in janitorial services, all curtains, carpets, rugs and drapes of any kind in the Premises shall be cleaned and maintained by the Tenant. The Tenant shall not engage any Person to provide cleaning or janitorial services to the Premises without the Landlord's written consent.

The Landlord shall provide elevator service during Business Hours for use by the Tenant in common with others, except when prevented by maintenance or repairs. Subject to emergencies, the Landlord will operate at least one passenger elevator for use by tenants at all times, even after Business Hours.

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The Landlord shall provide necessary supplies in washrooms sufficient for no11Dal use by tenants in the Building.

7.5 Additional Services Provided by Landlord

Wherever this Lease provides that the Tenant is to pay a cost or expense to the Landlord as an item of Additional Rent (except for Operating Costs and the fees referred to in Clause 6.5(r), the Tenant shall pay to the Landlord the costs of all such services provided at the Tenant's request or otherwise provided for herein and which are not inc!uded in Operating Costs including, without limitation: (a) the provision of processed air, electricity and other utilities and services outside of Business Hours or of a special nature or in excess quantities; (b) replacement of non-standard electric light fixtures, ballasts, tubes, starters, lamps, light bulbs and controls; (c) special janitorial or cleaning services; together with the Landlord's administration fee, which shall equal fifteen (15 %) percent of such cost or expense.

7.6

(a)

(b)

Telecommunications

The Landlord shall incur no expense or liability whatsoever with respect to any aspect of the provision of telecommunication services, including, without limitation, the cost of installation, service, materials, repairs, maintenance, interruption or loss of telecommunication service.

The Tenant may utilize a telecommunication service provider (a "TSP") of its choice with the Landlord's prior written consent, but:

(i)

(ii)

(iii)

(iv)

Intentionally deleted;

if the TSP intends to install, or has installed or purchased facilities situated in the Building for the purpose of providing telecommunication services to tenants in the Building, the Landlord may require the TSP to execute and deliver the Landlord's standard form of TSP licence agreement;

the Tenant shall be responsible for all reasonable, out of pocket costs incurred by the Landlord in enabling usage by the Tenant of its choice of TSP not otherwise paid by such TSP; and

Intentionally deleted.

(c) Intentionally deleted.

(d)

(e)

(f)

(g)

Intentionally deleted.

If required by the Landlord, the Tenant shall change its TSP if the licence agreement referred to above in Section 7.6(b) is terminated or expires and is not renewed. The Tenant acknowledges that the Landlord has no obligation to ensure continuation of services by the Tenant's TSP or any other TSP in the Building.

Intentionally deleted.

Any exterior special communications equipment installed by the Tenant or at its request shall be removed by Tenant and any damage caused thereby restored, at Tenant's sole cost and expense, at the end of the Term of any extension thereof.

7.7 Signs and Premises Identification

(a)

(b)

(c)

The Landlord shall, at the request and expense of the Tenant, supply and install the current Building standard: (i) on or near the entrance door of the Premises a sign bearing the name of the Tenant; Tenant shall have the exclusive right to install its logo prominently in the lobby so long as Tenant occupies at least fifty (50%) percent of the Building and Tenant may use its corporate colours and logos for such purpose. The design of such signage shall be subject to reasonable approval by Landlord, which approval shall take into account the aesthetic appeal of same given the architectural design of the lobby. Signage shall comply with all by-laws and shall be installed, repaired, maintained and, at the end of the Lease removed and the damage caused by same restored, all at Tenant's sole cost and expense; (ii) identification in any elevator lobby directional signage (if available) on the Tenant's floors; and (iii) one entry in any directory board for the Building, each in accordance with the Landlord's uniform scheme for identification signage. The Tenant may, subject to having received the Landlord's prior written approval as to design, location, material and method of installation, supply and install its own sign in the elevator lobby of each full floor occupied by it;

Provided the Tenant is in occupancy of at least fifty percent (50%) of the Building, the Tenant shall be entitled to the rooftop building signage located on two (2) sides of the northeast comer of the Building, the location, size and design of which shall be agreed to by both parties acting reasonably;

All or any portion of the signage shall comply with all local municipal by-laws, codes, and requirements and shall be capable of being structurally supported by the Building without any additional work or improvements;

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The installation, repair, maintenance, operation and restoration upon removal of any and all signage shall be at the sole cost and expense of the Tenant.

ARTICLE 8 - OPERATION, CONTROL AND MAINTENANCE BY LANDLORD

Operation of the Building by Landlord

The Landlord shall operate the Building in accordance with all Applicable Laws and in a first class manner as would a prudent owner , subject, however, to the limitations occasioned by the design. and age of the Building and the capacity of the Building Systems. For clarity, the Landlord shall undertake to make any upgrades to the Building or Premises required to keep the Building and Premises in compliance with municipal codes relating to handicap accessibility.

8.2 Control of the Building by Landlord

The Landlord has at all times exclusive control of the Building and its management and operation, but not so as to deny the Tenant access or enjoyment of or to the Premises except in an emergency. Without limiting the generality of the foregoing, at any time and from time to time, the Landlord may:

(a) make repairs, replacements, changes or, if required by law, additions, to the structure, systems, facilities and equipment in the Building (including the Premises) where necessary to serve the Premises or other parts of the Building;

(b) make changes or, if required by law, additions, to any part of the Building not in or forming part of the Premises including, without limitation, dedicating or conveying portions of the Lands, granting easements, rights-of-way, restrictive covenants , or other interests in the Lands and constructing additional improvements in or adjoining the Lands;

(c) if required for the proper operation of the Building, terminate or amend the Tenant's right of use of any of the common Areas and Facilities or change the location and size of any of the Common Areas and Facilities, provided same does not result in a material and detrimental impact to Tenant or its use and enjoyment of the Premises or the Building;

(d) retain contractors and employ all personnel, including supervisory personnel and managers, that the Landlord considers necessary for the effective maintenance, repair, operation, management and control of the Building; and

(e) do and perform such other acts in and to the Building or any of its component parts as the Landlord considers reasonable for the proper and efficient maintenance, repair, operation, management and control of the Building,

provided that in the course of the Landlord's exercise of its rights hereunder, and subject to the terms of this Section 82, the Landlord shall be deemed not to have re-entered the Premises nor to have breached any obligation of this Lease. To the extent the Landlord elects to undertake such work, the Landlord shall perform all of its work as expeditiously as is reasonably possible, and to the extent reasonably possible schedule the performance of such work, so as to interfere as little as is reasonably possible with the Tenant's use of the Premises. In addition, if such work will materially interfere with Tenant's use or enjoyment of the Premises or operation of Tenant's business therein (the "Material Work"}, then prior to commencing such Material Work, Landlord shall provide Tenant with prior written notice of same, which notice shall include bona fide estimates of both the time and cost for completion. Subject to Unavoidable Delay, if the Landlord does not complete this Material Work on or before the date contained in such notice, then the Landlord shall pay to the Tenant 50 3 of the cost of such work on such estimated date of completion.

Notwithstanding the foregoing or any other provision of this Lease to the contrary, the Landlord shall not construct any additional stories to the Building, nor make any improvements or alterations in connection with or in preparation of same, without the Tenant's prior written consent, which consent the Tenant may withhold at its sole discretion.

8.3 Name of Building

Intentionally deleted.

8.4 Maintenance and Repair by Landlord

The Landlord shall keep or cause 10 be kept the following in good repair and in a first class conditions as would a prudent owner , subject, however, to the limitations occasioned by the design and age of the Building and the capacity of the Building Systems and to reasonable wear and tear not inconsistent with such standard:

(a) the footings, foundations, structural colunms and beams, structural subfloors, bearing walls, exterior walls, windows and roofs of the Building;

(b} the Common Areas and Facilities, and

(c) the Building Systems,

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provided that:

(d)

(e)

8.5

if all or part of Building Systems require repair, replacement, maintenance or inspections, the Landlord shall have a reasonable time in which to complete such work, and during such time shall only be required to maintain such services as are reasonably possible in the circumstances; and

no reduction or discontinuance of such services or loss of use of the Premises shall be construed as an eviction of the Tenant or (except as specifically provided in this Lease) release the Tenant from any obligation under this Lease.

Access by Landlord

The Tenant shall permit the Landlord, its agents and others authorized by it, to enter the Premises to inspect, to provide services or to make repairs, replacements, changes or alterations as set out in this Lease, to take such steps as the Landlord may deem necessary for the safety, improvement, alteration or preservation of the Premises or the Building and to show the Premises to Mortgagees, prospective Mortgagees, purchasers and prospective purchasers and, during the last 18 months of the Term, to prospective tenants. In canying out such.rights the Landlord shall use reasonable efforts to minimize interference with the Tenant's use and enjoyment of the Premises. The Landlord shall give 48 hours prior Notice to the Tenant prior to such entry (other than in the case of showing the Premises to prospective tenants when only 24 hours prior Notice is required or in the event of an emergency or apprehended emergency, when no Notice shall be required), but no such entry shall constitute a re-entry by the Landlord or an eviction or entitle the Tenant to any abatement of Rent. The Landlord agrees that it shall not show the Premises to any prospective tenant or purchaser who is a competitor to Tenant at any time while Tenant is in occupancy of the Premises, which competitors indude; without limitation, travel. and. tour· agency services (which includes the arrangement and provision of tour packages, reservations and bookings for transportation, tours and temporary lodging and travel guide services).

8.6 Relocation

Intentionally deleted.

ARTICLE 9 - MAINTENANCE AND AL TERA TIONS BY TENANT

9.1 Maintenance and Repair by Tenant

The Tenant shall at its sole cost maintain and repair the Premises and all Leasehold Improvements in good order and in a first class condition subject to reasonable wear and tear not inconsistent with such standard and with the exception only of those repairs which are the obligation of the Landlord under this Lease and subject to Article 14.

9.2 Alterations by Tenant

The Tenant may from time to time at its own expense install Leasehold Improvements and alter existing Leasehold Improvements (the "Alterations") provided that:

(a)

(b)

(c)

(d)

all Alterations that will cost more than Twenty Thousand Dollars ($20,000.00) per floor or which will affect the structure of the Building or any Building Systems require the Landlord's approval, the Tenant shall furnish the Landlord with two complete sets of professionally prepared working drawings (which shall include any architectural, structural, electrical, mechanical, computer system wiring and telecommunication plans}, if applicable, or written request if no physical changes are to be made, of the proposed Alterations. The Tenant shall retain the Landlord's base building mechanical, electrical and structural engineering consultants to ensure compatibility of the Building Systems and the Alterations. If the Tenant uses other consultants for the preparation of the Tenant's working drawings, then the Landlord may elect to retain architects and engineers to review such working drawings for the purpose of approving the proposed Alterations (it being understood that notwithstanding such approval, the Landlord shall have no responsibility with respect to the adequacy of such working drawings). The Tenant shall pay to the Landlord, on demand, the reasonable out-of-pocket costs incurred by Landlord for the examination of such drawings;

the Alterations shall be subject to the reasonable regulations, supervision, control and inspection by the landlord and, in addition to any other payment contained in this Article, the Tenant shall pay to the Landlord, on demand, the reasonable out-of-pocket costs incurred by the Landlord during the Tenant's construction of its Alterations;

the Tenant shall provide, prior to the commencement of Alterations, evidence of required workers' compensation coverage and proof of owner and contractors protective liability insurance coverage, with the Landlord and any Mongagee as required by the Landlord, to be named as additional insureds, in amounts, with insurers, and in a form reasonably satisfactory to the Landlord, which shall remain in effect during the entire period in which the Alterations will be carried out;

the Tenant will deliver .a list identifying every contractor and subcontractor, accompanied by an up-to-date valid clearance certificate for each of them issued by the appropriate workers' compensation, safety and insurance authority and the Landlord shall have approved, prior to commencement of the Alterations, such

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(f)

(g)

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contractors and subcontractors and their respective labour affiliations. The Tenant will not use any contractor or permit the use of any sub-<:ontractor that is not identified on the list;

if any proposed Alterations could affect the structure, the exterior walls or the Building Systems, the Landlord may require that any such Alterations be performed by either the Landlord or its contractors in which case the Tenant shall pay the Landlord's cost plus an administration fee;

the Tenant shall have provided to the Landlord a copy of the contract for the Alterations and evidence satisfactory to the Landlord as to the existence of all necessary permits;

the Tenant shall perform the Alterations or cause the Alterations to be performed: (i) in accordance with any construction methods and procedures manual for the Building; (ii) in accordance with the plans and specifications submitted to and approved by the Landlord; (iii) in accordance with any reasonable conditions, regulations, procedures or rules imposed by the Landlord; (iv) in compliance with all Applicable Laws; and (ii) in a good and workmanlike and expeditious manner using new materials;

(h) the Landlord may inspect construction as it proceeds;

(i)

(j)

upon completion of the Alterations, the Tenant shall provide the Landlord with a complete set of "as built" drawings for the Alterations; and

if the Tenant fails to observe any of the requirements of this Article, the Landlord may require that construction stop and, at the Landlord's option, that the Premises be restored to their prior condition failing which the Landlord may do so, or the Landlord may complete the construction and the Tenant shall pay the Landlord's cost plus an administration fee.

9.3 Removal of Improvements and Fixtures

All Leasehold Improvements shall immediately upon their placement become the Landlord's property without compensation to the Tenant. Except as otherwise agreed by the Landlord in writing, no Leasehold Improvements shall be removed from the Premises by the Tenant either during or at the expiry or earlier termination of the Term except that the Tenant may, during the Term, in the usual course of its business, remove its trade fixtures, provided that the Tenant is not in default under this Lease; and

The Tenant shall at its own expense repair any damage caused to the Building by the Tenant's removal of any of its Leasehold Improvements, trade fixtures or wiring, cables and related devices and equipment.

For clarity, at the expiry or earlier termination of the Term, the Tenant shall return the Premises to the Landlord in its then "as is" condition, subject to reasonable wear and tear.

9.4 Liens

The Tenant shall pay before delinquency for all materials supplied and work done in respect of the Premises so as to ensure that no lien or claim of lien is. registered against any portion of the Lands or against the Landlord's or Tenant's interest in the Lands. If a lieri,or claim of lien is registered or filed, the Tenant shall discharge it at its expense within ten Business Days after Notice from the Landlord failing which the Laiidlord may at its option discharge the lien or claim of lien by paying the amount claimed to be due into court and the amount so paid and all expenses of the Landlord including legal fees (on a solicitor and client basis) shall be paid by the Tenant to the Landlord. The Tenant shall not mortgage, charge, grant a security interest in or otherwise encumber any Leasehold Improvements.

9.5 Notice by Tenan~

The Tenant shall promptly notify the Landlord of any accident, defect, damage or deficiency which occurs or exists in any part of the Premises, the Building Systems within the Premises or the Common Areas and Facilities located on the floor(s) on which the Premises is located and which comes to the attention of the Tenant.

ARTICLE 10 - USE OF PREMISES

10.1 Permitted Use

The Tenant shall continuously use the whole of the Office Premises only as a business office, including for the purpose of operating its travel and other related businesses, as conducted by the Tenant from time to time in the normal course of its business, including without limitation foreign exchange, insurance and financial services, it being understood by both parties that a part of the business is the operation of a reservacions center. The Tenant shall use the whole of the Recail Premises as a retail travel agency and its other related businesses as conducced by Tenant from cime co time in the normal course of its business, including without limitation foreign exchange, insurance and financial services, or as a business office. The Tenant shall operate in the Office Premises and the Retail Premises in a first-<:lass, reputable manner befitting the reputation and image of the Building. The Tenant shall not use the Premises (for claricy, any of the Office Premises or Retail Premises) in a manner which does or could result in excessive demands being placed on the Building Systems or other Common Areas and Facilities. The Landlord hereby covenants and agrees that the Tenant shall have the sole and exclusive right to operate a retail travel agency and related services in the Building. The Landlord shall ensure that no party shall be allowed occupancy in the

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Building to the extent they operate a use that is in competition with the Tenant or breaches the aforementioned exclusive right.

10.2 Compliance with Laws

The Tenant shall use and occupy and shall cause the Premises to be used and occupied in compliance with all Applicable Laws and in a safe, careful and proper manner. It is the Tenant's responsibility to ensure that its use from time to time is permitted by all Applicable Laws. At the Landlord's request the Tenant shall comply with any directive, policy or request of any governmental or quasi-governmental authority or any other reasonable request of the Landlord, in respect of any energy conservation, waste managemenc, safety, security or other matter relating to the operation of the Building. If due primarily to the Tenant's use or occupancy of the Premises, improvements or changes are necessary to comply with any Applicable Laws or with any such directive, policy or request or with the requirements of insurance carriers, the Landlord may at its option either do the necessary work, at the expense of the Tenant, or forthwith give Notice to the Tenant to do such work within the requisite period of time and the Tenant shall then do such work within the requisite period of time. The Tenant shall pay to the Landlord the costs of any such work done by the Landlord.

10.3 Nuisance, Interference, Waste, Overloading

The Tenant shall not cause or allow any act or thing wbich constitutes a nuisance or which is offensive to the Landlord or other occupants of the Building or which interferes with the operation of any Building Systems or with the computer equipment, telecommunication equipment or other tecbnological equipment of the Landlord, any service providers or other occupants of the Building. The Tenant shall keep the Premises free of debris and other items that might attract rodents or 'vermin and free of anything of a dangerous, noxious or offensive nature or which could create a fire, environmental, health or other hazard (including any electromagnetic fields or other forms of radiation) or undue vibration, heat or noise. The Tenant shall not cause or allow any overloading of the floors of the Building or the bringing into any part of the Building, including the Premises, of any articles or fixtures that by reason of their weight, use or size might damage or endanger the structure or any of the Building Systems.

10.4 Rules and Regulations

The Tenant shall comply and cause every Person over whom it has control to comply with the Rules and Regulations. The Landlord shall have the right from time to time to make reasonable amendments, deletions and additions to such Rules and Regulations. If the Rules and Regulations conflict with any other provisions of this Lease, the other provisions of this Lease shall govern. The Landlord shall not be obligated to enforce the Rules and Regulations and shall not be responsible to the Tenant for failure of any Person to comply with the Rules and Regulations .. However, the Landlord shall enforce the Rules and Regulations in a fair and uniform manner.

10.5 Additional Spaces

In addition to the Premises, the Landlord agrees that the Tenant shall have the right to use, for the Tenant's purposes, any other additional spaces that are or may become available in the Building "from time to time, provided such additional spaces shall not include any room or other space which is reserved for or dedicated to the operation of the Building (e.g. mechanical rooms, service rooms, telephone rooms, riser closets, etc.). In utilizing such additional spaces, the Tenant shall comply with any and all applicable by-laws and insurance requirements. For clarity, the Tenant shall be entitled to use such additional spaces free of charge.

ARTICLE 11 - INSURANCE, LIABILITY AND INDEMNITY

11.l Tenant's Insurance

The Tenant shall effect and maintain during the Term at its sole cost and expense:

(a)

(b)

(c)

"all risks" insurance upon all propeny owned by the Tenant or by others and for which propeny the Tenant is responsible located in the Building including equipment, furniture, fixtures and Leasehold Improvements in amounts sufficient to fully cover, on a replacement cost basis without deduction for depreciation, all such items;

if applicable, comprehensive form boiler and machinery insurance on a blanket repair and replacement basis with limits for each accident in an amount not less than the full replacement cost of all Leasehold Improvements and all propeny in the Premises no! owned by the Landlord;

commercial general liability insurance on an occurrence basis, against claims for bodily injury, personal injury, economic loss and propeny damage arising from occurrences in or about the Building or arising from or in any way relating to the Tenant's use or occupancy of the Premises or the Building, contractual liability (including coverage of the indemnities provided for in this Lease), non-owned automobile liability and owner and contractors' protective liability, in amounts which are from time to time acceptable to a prudent cenant in che community in which the Building is located (as determined by the Landlord), but not Jess chan $5,000,000.00 in respect of each occurrence;

(d) Intentionally deleted;

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(f)

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business interruption insurance for a minimum period of twelve ( 12) months in an amount that will reimburse the Tenant for direct or indirect loss of earnings attributable to all perils insured against in Sections 11.l(a) and 11.l(b) or attributable to prevention of access to the Premises or the Building as a result of any sue~ perils, including extra expense insurance if applicable; and

any other form of insurance that the Landlord or any Mortgagee may reasonably require from time to time in form, amounts and for insurance risks acceptable to the Landlord and any Mortgagee.

Should the Tenant fail to maintain any of the insurance required pursuant to this Section I I .I and should such default continue for two Business Days after Notice to the Tenant, then in addition to any other rights and remedies, the Landlord may, but shall have no obligation to, elect to obtain the required insurance and the Tenant shall upon demand pay to the Landlord, as Rent, the Landlord's cost of obtaining such insurance.

11.2 Form of Tenant Policies

Each policy required pursuant to Section 11.l shall be in a form and with insurers acceptable to the Landlord, acting reasonably, having reasonable deductibles, and: (a) the insurance described in Sections ll.l(a) and ll.l(b) and any other property damage insurance shall include, as additional insureds (but without liability for premiums) as its interests may appear the Landlord and any Mortgagee (b) the insurance described in Section 11.l(c) shall include as additional insureds (but without liability for premiums) the Landlord, and any Mortgagee, (c) all property damage and liability insurance shall contain provisions for cross-liability and severability of interests among the Landlord, the other insureds and the Tenant; and (d) shall contain a provision that the Tenant's insurance shall be primary and shall not call into contribution any other insurance available to the Landlord.

11.3 Certified Copies and Notice to Landlord

The Tenant shall provide to the Landlord, prior to the Commencement Date, certificates of insurance confirming that the Tenant has obtained all insurance policies required by this Lease and shall provide written evidence of the continuation of such policies not less than ten days prior to their respective expiry dates. Each policy required pursuant to Section I I .I shall provide that: (a) the insurer must notify the Landlord and any Mortgagee in writing at least 30 days prior to any material change detrimental to the Landlord or any Mortgagee or the cancellation of any such policy; (b) the policy shall not be invalidated in respect of the interests of the Landlord or any Mortgagee or any other additional insureds by reason of any breach or violation of any warranties, representations, declarations or conditions contained in such policy; and (c) the policy shall be non-contributing with, and shall apply only as primary and not excess to any other insurance available to all and any of the Landlord, any Mortgagee or any other additional insured referred ro above.

11.4 Landlord's Insurance

The Landlord shall effect and maintain during the Term:

(a)

(b)

(c)

(d)

"all risks" insurance upon all the Building and all other property owned by the Landlord or by others and for which property the Landlord is responsible including equipment, furniture, fixtures and amount sufficient to fully cover, on a replacement cost basis without deduction for depreciation, all such items;

if applicable, comprehensive form boiler and machinery insurance on a blanket repair and replacement basis with limits for each accident in an amowit not less than the full replacement cost of all property in the Building owned by the Landlord;

commercial general liability insurance on an occurrence basis, against claims for bodily injury, personal injury, economic loss and property damage arising from occurrences in or about the Building, contracrual liability (including coverage of the indemnities provided for in this Lease), non-owned automobile liability and owner and contractors' protective liability, in amounts which are from time to time acceptable to a prudent tenant in the community in which the Building is located (as determined by the Landlord), but not less than $5,000,000.00 in resRect of each occurrence; and

any other form of insurance that the Landlord or any Mortgagee may require from time to time in form, amounts and for insurance risks as would be obtained by a prudent owner.

The insurance described above shall, as appropriate, either include the Tenant as an additional insured or, in the alternative, shall include a waiver of subrogation in favour of the Tenant and those for whom the Tenant is in law responsible, whether the damage is caused by the act, omission or negligence of the Tenant. The Tenant agrees that notwithstanding the Tenant contributes to the cost of the Landlord's insurance with respect to the Building, the Tenant shall not have any insurable interest in, or any right to recover any proceeds wider any of the Landlord's insurance policies.

11.5 Insurance Risks

The Tenant shall not do, omit 'o do, or permit to be done or omitted to be done upon the Premises or any other portion of the Building anything that may contravene or be prohibited by any of the Landlord's insurance policies in force from time to time covering or relevant to any part of the Building or which would prevent the Landlord from procuring such policies with companies acceptable to the Landlord. If the occupancy of the Premises, the conduct of business in the Premises or any acts or omissions of the Tenant in the Premises or any other portion of the Building causes or results in any increase in premiums for any of the Landlord's insurance policies, then, without limiting any other rights or remedies of the Landlord, the Tenant shall pay any such increase as Additional Rent forthwith upon

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