BUSINESS INFORMATION

Company Name (Legal)

Operating Name(s)

Business Start Date

Business Address

Province

Telephone

E-mail Address

Authorized Manager 1

Authorized Manager 2

City

Postal

Fax

Principal 1 PERSONAL INFORMATION

Last Name

SIN# (optional)

Current Address

Own / Rent / Other

Telephone

Bankruptcy Y / N

Principal 2

Last Name

SIN# (optional)

Current Address

Own / Rent / Other

Telephone

Bankruptcy Y / N

First Name

DOB

City

How Long There

Fax

Date Claimed

First Name

DOB

City

How Long There

Fax

Date Claimed

BUSINESS BANKING INFORMATION

Name of Bank Address

PRODUCT INFORMATION (List all Products) Major Product Retail Price

TRADE REFERENCES Company Address & Telephone

Options for submitting the Partner form to LendCare Capital Inc. Option 1 – E-mail a Digital form: Enter the information in the fields below and digitally sign the document where indicated. Click here for

instructions on how to add a digital signature with Adobe Reader. When complete, click the e-mail button at the bottom of the form to submit to

LendCare.

Option 2 – Print, Scan & E-mail Form: At the bottom of the form, press the Print button. Fill in the information and sign the document where

indicated. To submit, scan the completed and signed form and e-mail to customerservice@lendcare.ca

Option 3 – Print and Fax Form: At the bottom of the form, press the Print button. Fill in the information and sign the document where

indicated. Fax to 905-839-2009 or 1-866-291-4046 (Toll-free)

NOTICE AND SIGNATURES

All information you have given here in relation to the Business and to the Principals of the Business is correct and you authorize

us to make inquiries regarding your credit record, trade references and to check statements you have made, however, we may

rely on this information without investigating your credit record. You state that you have no present intent to file bankruptcy.

Applicant (Principal) Name (Print) Applicant Signature

Applicant (Principal) Name (Print) Applicant Signature

Legal Name of Business:

By:

Name: Title:

AUTHORIZATION TO OBTAIN CREDIT REPORT & OTHER INFORMATION

Each of the undersigned hereby authorizes Lendcare Capital Inc. and its affiliates (collectively,

“Lendcare”) to:

1. obtain a credit report with respect to the undersigned from one or more consumer

credit reporting agencies;

2. verify the credit information in the credit report with third parties as necessary;

and

3. share the credit Information of the undersigned with credit reporting agencies.

Each of the undersigned acknowledges that Lendcare will use the credit report and credit

information:

1. for identity verification purposes; and

2. for stability rating purposes, including assessment of entering into any agreements

with undersigned and the terms and conditions appropriate therein.

Each of the undersigned further acknowledges that Lendcare may periodically request and

receive updated credit information from credit reporting agencies throughout the term of any

Dealer Services Agreement entered into between the Lendcare and the undersigned, and may

disclose financial and credit related information to such credit reporting agencies for purposes of

maintaining the integrity of the credit reporting records.

And this shall be your good and sufficient authority for so doing.

DATED this ___ day of ________________, 20__.

By:

Name:

Title:

By:

Name:

Title:

Legal Name Of Business:

2

DEALER SERVICES AGREEMENT

Between:

LENDCARE CAPITAL INC.

(the “Lender”)

-and-

Legal Name of Business: _____ (the “Dealer”)

WHEREAS the Dealer is in the business of selling Products and/or Services to Customers and

the Lender is in the business of facilitating Loans.

AND WHEREAS the Dealer has agreed to arrange for Loans in connection with the sale of

Products and/or Services, and to assign all of its right, title and interest in connection with such

Loans to the Lender, pursuant to the terms of this Agreement.

AND WHEREAS the Dealer is responsible for ensuring that the Products and/or Services meet

all of the Warranties and conditions applicable to the Products and/or Services, including without

limitation, those warranties and conditions imposed by law in respect of such Products and/or

Services, and has agreed to indemnify the Lender for all losses suffered or incurred by the

Lender which, in any way, relate to the Products and/or Services.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged, the parties hereby agree as follows:

1. Definitions.

In this Agreement (including in the recitals above), the following terms shall have the following

meanings:

“Agreement” means this Dealer Services Agreement and the Schedules (if any) attached

hereto, all as amended, modified, restated, supplemented or replaced from time to time.

“Application” means an application for a Loan signed by a Customer in the format

required by the Lender.

“Bill of Sale” means the contract between the Dealer and the Customer for Products

and/or Services purchased.

“Customer” means a person or persons acquiring, or wishing to acquire, Products and/or

Services from the Dealer, and wishing to obtain a Loan in connection with such

acquisition of Products and/or Services and who has/have completed and signed an

Application, and if approved by the Lender, has/have signed a Loan Agreement and Bill

3

of Sale. For greater certainty, “Customer” means the “Applicant” and “Co-Applicant”,

if any, named in an Application and/or a Loan Agreement, and each of their respective

heirs, executors, administrators, successors and permitted assigns.

“Customer Information” means any information relating to a Customer.

“Dealer” shall include all of the Dealer’s directors, officers, employees, salespersons,

contractors, subcontractors and agents.

“Identification” in this Agreement refers to one Primary Source of Identification and

one Secondary Source of Identification.

“Lender” means Lendcare Capital Inc. and/or any of its affiliates.

“Loan” means the extension of credit by the Lender to a Customer to enable the

Customer to acquire the Products and/or Services, which extension of credit is made by

the Lender through the acquisition of a Loan Agreement by the Lender from the Dealer.

“Loan Agreement” means a loan agreement between the Customer and the Lender, in

the form required by the Lender.

“Loan Documents” means the documents required by the Lender to be provided by the

Customer in connection with the Loan; such documentation to include, but not be limited

to, the Application and the Loan Agreement.

“Primary Source of Identification” includes a valid and unexpired Canadian Driver’s

License, Canadian Passport, or Canadian Firearms License.

“Program” means the arrangement between the Lender and the Dealer for the arranging

of Loans as such arrangement is set out herein.

“Products and/or Services” means the products and/or services sold by the Dealer to a

Customer, which the Lender has agreed are eligible for participation in the Program. A

Loan Agreement may relate solely to the sale of a product, solely to the sale of a service,

or to the sale of both a product and a service.

“Secondary Source of Identification” includes a credit card issued by a Canadian

Financial Institution, Birth Certificate, Social Insurance Number Card, or Canadian Old

Age Security Card.

“Warranties” means any and all express or implied representations, warranties,

conditions, statements, recommendations, guarantees, or agreements, expressed or

implied, oral or written, applicable to the Products and/or Services, including without

limitation, manufacturer’s warranties, representations and warranties made by the Dealer

(including without limitation any of its agents or subcontractors) relating to the Products

and/or Services, implied representations, conditions and warranties that the Product

/Services are of merchantable quality, fit for the purpose for which they were intended,

4

and any other representation, condition or warranty related to the Products and/or

Services which are imposed by law or set out in any warranty agreement or document.

2. Arranging for a Loan.

The Dealer will arrange for a Loan to be granted by the Lender in favour of a Customer in

accordance with this Agreement and in accordance with the procedures established by the

Lender and made known to the Dealer from time to time. The Program will apply to the sale of

Products and/or Services occurring in the jurisdiction(s) approved by the Lender. The Lender

shall, in its sole and absolute discretion, determine contractual terms, prices, fees, interest rates

and costs relating to the Loans, the details of which will be provided to the Dealer by the Lender.

3. Dealer’s Obligations.

The Dealer will comply in all respects with all procedures applicable to the Program, as advised

by the Lender from time to time. In addition, the Dealer will:

(i) arrange for the Customer to complete an Application, ensuring that the

Customer is informed that he or she is applying for a loan from Lendcare

and that as a result Lendcare may contact such Customer with respect to

such application;

(ii) verify the identity of the Customer by examining the Identification

deemed acceptable by the Lender.

(iii) ensure the Application accurately sets out the Customer’s full legal name,

date of birth, primary address, occupation, and gender;

(iv) forward a copy of the completed Application to the Lender by any method

agreed to by the Lender from time to time;

(v) obtain all forms, documents and other information from the Customer, as

requested by the Lender, and using the standard forms supplied by the

Lender, which standard forms will be supplied by the Lender at the

Lender’s expense, and deliver such forms, documents, and other

information to the Lender by the method agreed to by the Lender;

(vi) ensure that the Loan Documents are properly completed, including setting

out a description of the Products and/or Services sufficient to enable them

to be identified with certainty, and that the Loan Documents are properly

executed by the Customer, and properly witnessed where required;

(vii) ensure that all of its salespersons, employees, partners, contractors, sub-

contractors and agents are properly licensed to sell, install, and/or service

the Products and/or Services;

(viii) provide each Customer with a copy of the Loan Documents;

5

(ix) maintain and properly file a hardcopy of the duly executed original (blue-

ink) of the Loan Documents for a period of not less than two (2) years

from the date of termination of the term of the Loan Agreement, which

originals shall be made available to the Lender upon its reasonable request

for same;

(x) notify the Lender promptly if a Customer exercises any right to cancel the

Bill of Sale or the Loan Agreement;

(xi) fulfill all Warranties made by the Dealer, both at the time of the sale,

installation or service of the applicable Products and/or Services and at all

times thereafter, and provide all such assistance and co-operation as may

be required to enable the Customer to pursue the fulfillment of any

Warranties made by the manufacturer or other party;

(xii) promptly advise the Lender of any change in the nature of its business or

of any intention by the Dealer to discontinue carrying on business; and

(xiii) if requested by the Lender, provide copies of to the Lender all such

information, documentation, licenses, or registrations made by the Dealer,

or obtained by the Dealer, as may be required to carry on business,

including as a direct seller or itinerant seller.

4. Products and/or Services.

The Dealer hereby acknowledges and agrees that the Lender is not responsible in any way for

ensuring the quality of the Products and/or Services or that the Products and/or Services meet all

Warranties at the time of delivery and at all times thereafter. The Dealer will inspect the

Products and/or Services and satisfy itself of the quality and specifications before offering them

for sale. The Dealer will ensure that it provides to the Customer all manufacturer’s warranties, if

any, and that it executes all documentation, as may be required, to assign to the Customer all

such manufacturer’s warranties.

If the Dealer uses any agents, contractors or subcontractors to sell, provide or install the Products

and/or Services, it will use only reputable agents, contractors and subcontractors, and will

provide all supervision as may be necessary to ensure that such agents, contractors and

subcontractors meet all Warranties. The Dealer will, if requested by the Lender, make the

Products and/or Services available for inspection by the Lender and will provide all information

to the Lender relating to the Warranties applicable to the Products and/or Services.

Without limiting the generality of any other provision of this Agreement, the Dealer will fulfill

all Warranties both at the time of the sale of the Products and/or Services and at all times

thereafter, and provide all such assistance and co-operation as may be required to enable the

Customer to pursue the fulfillment of any other Warranties made by the manufacturer or other

party.

6

5. Lender’s Obligations.

The Lender shall:

(i) review the Applications received from the Dealer and conduct a credit

assessment of each Customer;

(ii) advise the Dealer of its decision to approve or reject each Application

within a reasonable time following receipt of same;

(iii) have no obligation to provide credit to any Customer, even if the

Customer shall meet the Lender’s credit criteria;

(iv) pay the Dealer the amount of the Loan upon receipt of the fully executed

Loan Agreement, together with all duly executed Loan Documents and

other documentation required by the Lender, acting in its sole discretion;

and

(v) not be deemed to be a party to a Loan Agreement until it has actually

remitted funds to the Dealer and any loss of the Products and/or Services

which arises prior to the remittance of the funds shall be the sole

responsibility of the Dealer.

6. Dealer’s Representations and Warranties.

The Dealer hereby represents, warrants and covenants to the Lender, and agrees that each such

representation and warranty will be deemed to be repeated each day hereafter and shall apply to

each Loan Agreement, that:

(i) the Dealer has the power and capacity to carry on business in the

jurisdictions where it carries on business and has obtained all necessary

governmental licenses and approvals to carry on business and to sell the

Products and/or Services;

(ii) all laws related to the Loan Documents and the Products and/or Services,

and the sale and performance thereof, have been complied with and the

Dealer will comply with all of the Dealer’s obligations with respect to the

Products and/or Services;

(iii) there are no actions, suits, or proceedings existing, pending, or, to the

Dealer’s knowledge, threatened against or affecting it before any court,

arbitrator, or governmental body which would have a material adverse

effect on its ability to perform its obligations hereunder except for

proceedings which the Dealer is contesting and challenging in good faith

and which it does not reasonably believe will result in a final order or

decree materially affecting its ability to perform this Agreement;

7

(iv) the execution, delivery and performance of this Agreement will not

conflict with or result in any violation or any statute or any order, rule or

regulation of any court or regulatory authority or other governmental body

having jurisdiction over the Dealer or any of its properties;

(v) the sale of the Products and/or Services is a valid, enforceable and legally

binding sale, and complies with all applicable legislation;

(vi) the Dealer has not engaged in any deceptive or misleading advertising in

connection with the Products and/or Services;

(vii) the Products and/or Services are free and clear of all liens and

encumbrances other than the security interest created under the Loan

Documents;

(viii) the Customer does not have at the time of entering into the Loan

Agreement, and will not have at any time thereafter, any defenses to

payment on the Loan Agreement available to it by reason of any action or

omission of the Dealer or any deficiency in the Products and/or Services,

nor is any time period for any statutory defense to payment on the Loan

Agreement extended by any action or omission of the Dealer;

(ix) the Dealer has the power and capacity to enter into this Agreement and to

fulfill the obligations hereunder;

(x) the Dealer will grant the Lender permission to enter onto the Dealer’s

premises for compliance and audit purposes; more specifically, the Dealer

will allow the Lender’s employees to access among other things, its books,

records, computers and forms, as it deems necessary;

(xi) each Loan Agreement is genuine and the only Loan Agreement executed

by the Customer in favour of the Lender in connection with the sale of the

Products and/or Services to which it relates;

(xii) the Customer is not a minor and has the capacity to enter into the Loan

Agreement;

(xiii) the total amount shown on the Loan Agreement as being due and owing to

the Lender is true and correct;

(xiv) the Dealer has fulfilled and will fulfill all Warranties;

(xv) the Products and/or Services relating to the Loan Agreement have been

delivered or supplied to the Customer and the Customer has accepted the

Products and/or Services, not expressed any dissatisfaction, reservation or

complaint with respect to the Products and/or Services, and has signed an

Acknowledgement of Satisfaction, if requested by the Dealer;

8

(xvi) the Dealer has not made any representation or warranty to the Customer

which is inconsistent with the terms and conditions of the Bill of Sale;

(xvii) the Dealer is not insolvent and is able to meet its liabilities as they become

due;

(xviii) the Dealer is not a direct seller or itinerant seller, or if it is, it has

specifically advised the Lender in writing of such fact, and has obtained

and kept in full force and effect all licenses to carry on business as a direct

seller or itinerant seller, and has ensured that all of its salespersons have

appropriate licenses and both the dealer and its salespersons are complying

with all legislation applicable to direct sellers and/or itinerant sellers, as

applicable;

(xix) the Customer has been notified of its legal right to cancellation, if such

right applies, and if it does apply, that right of cancellation has not been

exercised;

(xx) the Bill of Sale and the Loan Agreement contain a complete description of

the Products and/or Services sufficient to enable the Products and/or

Services to be identified with certainty and accurately sets out the

Customers full legal name; and

(xxi) the Customer has received a copy of the Loan Agreement, and

acknowledged receipt of same.

7. Credit Investigation and Consent to the Collection, Use and/or Disclosure of

Dealer’s Information

The Dealer authorizes and consents to the Lender conducting credit investigations and inquiries

about the Dealer and the principals identified on the front page of this Agreement (the

“Principals”) from time to time for purposes of assessing whether the Dealer is eligible for the

services provided by Lender on an ongoing basis. The Dealer agrees to provide the Lender with

financial and other information concerning the identity, financial condition, business and

operations of the Dealer and Principals (“Information”), upon request by the Lender, from time

to time, for purposes of assessing whether the Dealer is eligible for the services provided by

Lender. The Dealer consents to the Lender’s collection, use and disclosure of the Information for

the purposes set out herein, and as otherwise set forth in the Lender’s Privacy Policy which can

be found at www.lendcare.ca. The Information may include, without limitation, information for

the purposes of: identifying the Dealer and its Principals, assessing whether to enter into this

Agreement and the appropriate terms and conditions for the Agreement, providing the Dealer

with ongoing services, understanding its financial needs, protecting the Lender and the Dealer

from fraud and error, complying with regulatory requirements, and marketing products and

services. The Lender may also obtain Information about the Dealer and its Principals from

employers and credit bureaus, and such other third parties as deemed reasonably

necessary by Lender for the purposes set out herein and for which Lender has provided

notice to Dealer and through a credit check, and verify Information with them. The Dealer

authorizes such third parties to give the Lender the Information and to disclose the

9

Information to credit reporting agencies to maintain the integrity of the credit records.

The Dealer represents and warrants that the Principals have reviewed the terms of this

Agreement and Lender’s privacy policy, and have provided the consents required by law to

the above-described collection, use and disclosure of personal information about the

Principals for the purposes set out herein.

8. Dealer’s Agents and Representatives.

The Dealer will ensure that all of its salespersons, employees, representatives and agents are

properly supervised by the Dealer and are licensed to perform services for the Dealer. The

Dealer shall be responsible for all of the authorized and unauthorized acts of its salespersons,

employees, representatives and agents.

9. Advertising.

The Dealer will not advertise the Lender or the Program, or use the Lender’s name, trademarks,

service marks, logos or other proprietary designations in any of its advertisements, without the

prior written consent of the Lender. The Dealer shall not, at any time, do or cause to be done any

act or thing contesting or in any way impairing or tending to impair in whole or in part, the

Lender’s right, title and interest in and to any such trade-mark, service mark, license, logo or

proprietary designation. The Dealer agrees to do and execute all such acts, documents and

agreements as may be reasonably required for the protection of the name, trade-marks, service

marks, logos or other proprietary designations licensed to or used by the Lender.

10. Confidentiality.

The Dealer agrees to keep the information provided by the Lender and/or the Customer in

connection with the provision of the Loan strictly private and confidential and agrees not to

release such information to any third party or to use any of the Customer information for any

purpose whatsoever other than in connection with the arrangement of a Loan. Without limiting

the generality of the foregoing, the Dealer agrees that it will not provide any information about

the Lender’s product, services, operations, rates or documentation to any third party and that it

will cause its employees, sales persons, partners, sub-contractors and agents to keep such

information strictly private and confidential.

11. Verification of Customer Identification.

At the time that a Customer applies for a Loan, the Dealer shall:

(a) verify the identity of the Customer by requesting and examining the Customer’s

Identification;

(b) make a photocopy of the Identification; and

(c) ensure that the photocopy of the Identification referred to in (b) above is provided

to the Lender, together with the Application.

10

12. Control of Personal Information.

(a) The parties acknowledge and agree that, once transferred to the Lender in

accordance with Subsection 11(c), all Personal Information, whether collected

online or otherwise, shall remain at all times under the control of the Lender.

With the exception of one (1) copy of the Application, all application forms and

photocopies of Identification which have not been transferred to the Lender in

accordance with this Agreement, shall be returned to the Customer immediately

or deleted or destroyed in a manner that is consistent with applicable laws, save

for in circumstances where the Customer has consented to the Dealer’s retention

of his or her Identification.

(b) The Dealer represents, warrants and covenants to the Lender as follows:

(i) the Dealer shall collect, use and disclose the Personal Information solely

for the purpose of fulfilling its obligations under this Agreement (the

“Purpose”) and for no other purpose, and shall instruct its employees,

agents and representatives accordingly;

(ii) the Dealer shall collect, use and disclose Personal Information in

compliance with: (a) all laws and regulations to which the Dealer is

subject, including, without limitation, any applicable consumer protection

laws; and (b) all of the principles and standards established under the

Personal Information Protection and Electronic Documents Act

(collectively, “Privacy Laws”); and

(iii) there are no actual or threatened complaints, proceedings, investigations,

audits, claims, actions, demands, or causes of action (each a “Claim”)

against the Dealer, brought by the Office of the Privacy Commissioner of

Canada, any governmental authority, or by any person in respect of the

collection, use and/or disclosure of personal information, nor are there any

grounds, facts or circumstances of which the Dealer is aware, or ought to

be aware, that may give rise to a Claim.

(c) If the Dealer becomes aware of a breach of any Privacy Laws relating to the

collection, use and/or disclosure of Personal Information, the Dealer shall

immediately notify the Lender. The Dealer further agrees to take all reasonable

steps, at its own expense, to remedy the breach or violation that arises from the

Dealer’s actions.

(d) The Dealer shall immediately notify Lender of any legal or regulatory action

relating to Personal Information. The Dealer further agrees to co-operate with the

Lender in investigating and responding to any legal or regulatory action relating

to Personal Information.

(e) Without limiting other provisions of this section, at no time shall the Dealer:

11

(i) access any Personal Information unless it is necessary to fulfill the

Purpose;

(ii) collect or use Personal Information for any purpose other than the

Purpose; or

(iii) disclose or make available to third parties (other than to its affiliates as

consented to by the Customer) any Personal Information without Lender’s

consent, unless compelled by law or regulation of a competent authority.

(f) The Dealer agrees to indemnify and hold Lender harmless for any damages

incurred by the Lender as a result of a breach of Privacy Laws by the Dealer.

(g) The Dealer agrees that the costs and expenses related to the Dealer’s compliance

with Privacy Laws or its obligations under this Agreement pertaining to Personal

Information (including, without limitation, obligations with respect to Dealer’s

security of the Personal Information), shall remain solely with the Dealer and

Lender shall have no financial obligations with respect to same.

(h) The rights and obligations contained in this section shall survive any expiration or

termination of this Agreement, or any assignment, transfer, conveyance, other

disposition or forfeiture of rights hereunder.

(i) The Dealer shall:

(i) obtain required consent to the collection, use and disclosure of Personal

Information from the Customer in advance of collecting, using and

disclosing such Personal Information to the Lender;

(ii) not disclose the Personal Information to any person, other than as required

for the Purpose;

(iii) take appropriate measures to ensure the privacy and security of all

Personal Information including taking measures to prevent unauthorized

access, collection, use, disclosure, copying, modification or disposal; and

(iv) store Personal Information solely within, and access Personal Information

solely from, Canada.

13. Termination.

Either party may terminate this Agreement upon:

(a) Bankruptcy. Immediately, by written notice to the other party, if the other party

becomes bankrupt or insolvent or ceases its operations or in the event any

material part or the whole of such other party’s assets are confiscated, seized,

expropriated or taken under the control of a regulatory authority or in the event a

receiver, manager or liquidator is appointed of the other party or any of its assets;

12

(b) Regulatory Prohibition. Immediately, by written notice to the other party, if the

performance or observance of this Agreement or any provision hereof which is

not severable would contravene the provisions of any law or regulation now or

hereafter in effect and applicable to that party; and

(c) Breach. By written notice to the other party, if the other party breaches a

material term of this Agreement and, if the defaulting party fails to remedy same

within thirty (30) days of the receipt of written notice of such breach.

Any termination under Section 13(c) above shall be without prejudice to any rights of the

terminating party to damages and to any other rights and recourse it may have at law or

otherwise.

All Obligations that remain outstanding prior to the termination of this Agreement shall survive

termination of the Agreement.

In addition to the rights of termination set out above, each of the Lender or Dealer may terminate

this Agreement at any time and at its sole discretion by providing sixty (60) days’ written notice

of such termination to the other party.

14. Obligations on Termination.

Upon termination of this Agreement regardless of the reason for termination:

(a) Subject to the terms of this Agreement, the Dealer and the Lender shall

immediately take steps to discontinue all use, display or supply of any printed

material, whether in paper or electronic format that refers to, advertises or

promotes the Program as soon as reasonably possible, and shall destroy, within a

reasonable time but in any event not later than three months from the date on

which this Agreement is terminated, all such material; and

(b) all provisions of this Agreement with respect to confidentiality contained in

Sections 10 and 12 herein shall continue.

15. Tax.

The Dealer shall be solely responsible for and shall pay all taxes that may be owing in

connection with the sale of the Products and/or Services. If any taxes are payable on any

payment made by the Lender to the Dealer, the Lender’s payment will be deemed to include such

taxes and the Lender shall not be responsible to pay any additional amount in respect of such

taxes.

16. Indemnity of Dealer.

(a) The Dealer hereby indemnifies the Lender, and agrees to hold the Lender

harmless, from and against all loss, damage, claims, suits, demands, costs and

expenses, (including without limitation, legal expenses, on a solicitor and own

client basis, and including the fees and charges of in house counsel), which may

13

be suffered or incurred by the Lender in respect of, or in any way related to: (i)

the existence of any defenses or rights of set off of the Customer against the

Dealer or the Lender (including against the Lender’s claim on the Loan

Agreements) which are, in any way, caused by or related to the Products and/or

Services or to any action or omission of the Dealer; (ii) misrepresentations made

by the Dealer to the Customer; (iii) misrepresentations made by the Dealer to the

Lender hereunder or in the course of its dealing with the Lender; (iv) the Dealer

breaching any of the terms and conditions of this Agreement; (v) the Dealer, the

manufacturer of the Products and/or Services, or any other party, not performing

its Warranty or service obligations in connection with the Products and/or

Services; (vi) the Dealer taking any other action or failing to take action which

could in any way affect the validity or enforceability of the Loan Agreement or

the Lender’s ability to enforce collection of the full amount of the indebtedness

evidenced by a Loan Agreements; (vii) any deficiency in the Products and/or

Services, howsoever such deficiency is caused or may arise; (viii) the Customer

rescinding or exercising any right to cancel the Bill of Sale or the Loan

Agreement; and (ix) the unenforceability of the sale of the Products and/or

Services.

(b) The Dealer hereby specifically agrees that, upon the Lender’s determination that

there has occurred any of the events specified in paragraph 16(a) of this

Agreement for which the Lender is entitled to be indemnified by the Dealer

hereunder, and without limiting the Lender’s right to fully enforce the indemnity

provided in paragraph 16(a) of this Agreement, the Dealer will immediately, upon

demand, purchase the Loan Agreement and the Lender’s interest in the Products

and/or Services and pay to the Lender all amounts outstanding under the Loan

Agreement on the date of the demand whether or not such amounts are then due

from the Customer or the Customer is in default and regardless of the condition of

the Products and/or Services. Such purchase will be without any warranty,

condition, guarantee or representation (express, implied, statutory or otherwise)

made by the Lender and without any obligation of the Lender to deliver the

Products and/or Services.

(c) The liability of the Dealer under this Agreement will not be affected by any

release of the Customer, or other person by operation of law or otherwise, by any

extension, indulgence, compromise, security, variation of the Loan Agreement or

by any other matter whatsoever.

(d) If the Dealer does not perform or observe any obligation imposed on it under this

Agreement, or if it ceases or threatens to cease to carry on in the normal course all

or any material part of its business, or if a receiver, receiver and manager, trustee,

custodian or other similar official is appointed in respect of the Dealer, or if the

Dealer is insolvent the Lender has the right to require the Dealer to repurchase the

Loan Agreement and the Dealer shall, upon demand by the Lender, purchase the

Loan Agreement on the terms set out in 16(b) above.

14

(e) The Lender may, if it believes, acting reasonably, that claims may be made

against it in connection with a Loan Agreement, or that a Customer may rescind a

Loan Agreement or deny liability under a Loan Agreement, require that the

Dealer provide security to the Lender, in the format and in the amount deemed by

the Lender to be acceptable to the Lender, to cover all such potential liability and

potential loss, and the Dealer hereby agrees to provide such security.

17. Limitation of Lender’s Liability.

The Lender shall not be liable in any way to the Dealer or to the Customer for any loss, damage,

cost or expense, including without limitation, loss of the sale of the Products and/or Services, any

delay in the Lender advising the Dealer of its decision regarding the approval or rejection of the

Customer for credit or by the Lender’s decision not to extend credit to a Customer.

18. No Partnership.

This Agreement is not intended to, and shall not be deemed to create, any partnership or joint

venture or similar relationship between the Company and the Issuer and no party shall have the

power or authority to bind directly or indirectly the other in relation to third parties.

19. Notices.

All demands, notices, advice, approvals and permission that either party gives the other party

(“Notices”) shall be given at the addresses set out below. Notices may be given by electronic

transmission (email) or personal delivery. Notices shall be considered given on the date of

receipt (or refusal) of delivery if delivered, or on the first Business Day following transmission,

if transmitted via email if received after 5.00 p.m. (local time of the recipient). Notices shall be

addressed to the following addresses:

Lender:

Lendcare Capital Inc.

4th Floor

1315 Pickering Parkway

Pickering, Ontario L1V 7G5

Attention:

Email:

Dealer:

Attention:

Email:

15

20. Entire Agreement.

This Agreement represents the full agreement between the parties and supersedes and replaces

any prior or contemporaneous oral or written agreement or agreements between the parties

concerning the matters contemplated herein including all letters of intent. This Agreement may

not be modified except by written agreement signed on behalf of both parties.

21. Survival.

The parties agree that their respective obligations set forth in Sections 10, 14 and 16 shall survive

indefinitely the performance or termination of this Agreement.

22. Further Assurances.

Each party shall promptly do, execute, acknowledge and deliver all such further acts, documents

and assurances as may be reasonably necessary or desirable to carry out what is contemplated by

this Agreement.

23. Successors and Assigns.

This Agreement shall ensure to the benefit of and be binding on the parties hereto and their

respective successors and assigns. The Lender may assign this Agreement without notice to and

without the consent of the Dealer. The Dealer may not assign this Agreement without the prior

written consent of the Lender.

24. Time of the Essence.

Time is of the essence of this Agreement.

25. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province

of Ontario and laws of Canada applicable therein. The Dealer irrevocably and unconditionally

agrees that it will not commence any litigation or other proceeding against the Lender relating to

any dispute (whether in contract, tort or otherwise) based upon, arising out of or relating to any

Loan Documents in any forum other than the courts of the Province of Ontario.

26. Not Agents.

Neither party shall be the agent of the other except for the purpose of ascertaining the identity of

the Customer, which the Dealer shall do as the Lender’s agent. The Dealer also represents and

warrants that it shall meet with the Customer face to face when collecting Identification. The

Dealer is not authorized to (i) enter into any Loan Agreement on the Lender’s behalf, incur any

liability on the Lender’s behalf, or otherwise bind the Lender in any way, (ii) accept cash from a

Customer, or (iii) at any time represent to any third party that the Dealer represents the Lender.

16

27. Miscellaneous.

If any portion of this Agreement is held to be or becomes invalid, illegal or unenforceable that

portion of the Agreement will be severed from the Agreement and the remainder of the

Agreement will remain in full force and effect. Any waiver of any right or obligation under this

Agreement will not be effective unless made in writing and will not be considered to be a waiver

of such right or obligation in any other circumstance other than the circumstance in which it was

made. There are no terms, conditions, representations, or warranties, expressed or implied, other

than those contained in this Agreement. This Agreement may be signed in counterparts with the

same effect as if all parties had all signed the same document.

28. Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so

executed and delivered shall be deemed an original, but all such counterparts together shall

constitute but one and the same instrument. Delivery of an executed signature page to this

Agreement by electronic image scan transmission (e.g., "PDF" or "tif" via email) shall be as

effective as delivery of a manually signed counterpart of this Agreement.

[signature page follows]

17

THIS AGREEMENT is dated as of the day of ____, 20___.

LENDCARE CAPITAL INC.

Per:

Name:

Title:

I have the authority to bind the Corporation.

Legal Name of Business:

Per:

Name:

Title:

I have the authority to bind the Corporation.

30156758.version2