Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !

tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates and Canada and by international treaties. I" I! I##$%A# A&' !"(IC"#) P(*+IBI"$' "* 'I!"(IB "$, P B#I!+, *--$( -*( !A#$, #IC$&!$ *( ! B#IC$&!$, %I.$ *( 'I!C#*!$ "* A&) *"+$( PA("), "+I! P(*' C" I& +A(' C*P) *( 'I%I"A# -*(/. A## *--$&'$(! 0I## A "*/A"ICA##) B$ ! $' I& A C* (" *- #A0.

DEBENTURES AND TRUST DEED

#his (ebent2res and #r2st (eed 3the 4Agree5ent67 is effective 8(A#%9BETWEEN: [FIRST PARTY] 3the :Co5pany:7- a co5pany organized and e;isting 2nder the laws of the 8!tate<Province9 of 8!#A#%<P)+/I'C%9- with its head office located at= 8*+ ) C+0P$%#% A(()%!!9 [SECOND PARTY] 3the 4#r2stee67- an individ2al with his<her 5ain address located at= 8C+0P$%#% A(()%!!9

AND:

B%.+)% 8!P%CI.* I'(I/I( A$ 'A0%9 the 2ndersigned 'otary for the 8!#A#%<P)+/I'C%9- practicing in the City of 8!P%CI.*9- (istrict of 8!P%CI.*9. 1,IC, 8C+0PA'* 'A0%9 (%C$A)%( '#+ #,% '(%)!I&'%( '+#A)* A! .+$$+1!=

1,%)%A! the Co5pany wishes to iss2e !eries A- !eries B- !eries C and !eries ( (ebent2res which shall be constit2ted by the present #r2st (eed of ,ypothec- 0ortgage and Pledge and sec2red in the 5anner hereinafter appearing> and 1,%)%A! the Co5pany is d2ly a2thorized to create and iss2e the !eries A- !eries B- !eries C and !eries ( (ebent2res as hereinafter provided and to sec2re the (ebent2res by the present #r2st (eed of ,ypothec- 0ortgage and Pledge> and 1,%)%A! all things necessary have been done and perfor5ed to 5a?e the !eries A- !eries B- !eries C and !eries ( (ebent2res- when certified by the #r2stee and iss2ed as in this #r2st (eed provided- validbinding and legal obligations of the Co5pany and to constit2te this #r2st (eed as valid sec2rity for the pay5ent of the principal of- and interest and pre5i25- if any- on all !eries A- !eries B- !eries C and !eries ( (ebent2res iss2ed here2nder> and 1,%)%A! the e;ec2tion of this #r2st (eed and the iss2e of !eries A- !eries B- !eries C and !eries ( (ebent2res s2b@ect to the ter5s hereof have in all respects been d2ly a2thorized. '+1- #,%)%.+)%- #,% PA)#I%! ,%)%#+ ,A/% A&)%%( 1I#, %AC, +#,%) A'( ,A/% (%C$A)%( '#+ #,% '(%)!I&'%( '+#A)* A! .+$$+1!=

(ebent2res and #r2st (eed

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

1. 1.1

INTERPRETATION Meaning of Wor !

#he following words and phrases- wherever 2sed in this #r2st (eed- in its prea5ble or in its sched2les- or in any deed s2pple5entary hereto- shall- 2nless there be so5ething in the conte;t inconsistent therewith- have the following 5eanings= 4Co5pany6 5eans the Party of the .irst Part and any s2ccessor co5pany which shall have co5plied with the provisions hereof> 4Creditors6 5eans 8I'(I/I( A$ 'A0%9- 8I'(I/I( A$ 'A0%9- 8I'(I/I( A$ 'A0%9 and 8I'(I/I( A$ 'A0%9 and any s2ccessors or assigns thereof> 4(ebent2res6 5eans the !eries A- !eries B- !eries C and !eries ( (ebent2res iss2ed here2nder> 4(ebent2re holdersB Instr25ent6 shall have the 5eaning set forth in !ection 1C.2 herein> 40ortgaged Pre5ises6 or 40ortgaged Property6 5eans and incl2des all the 2nderta?ing of the Co5pany and all its present and f2t2re property- rights- interest- title- rights in property and assets 3incl2ding- witho2t li5itation- any 2ncalled capital7 now owned or hereafter acD2ired of whatever nat2re and ?ind and wheresoever sit2ated- which is or 5ay at any ti5e be s2b@ect to the lien hereof or which 5ay be intended to be s2b@ect to the lien hereof to sec2re pay5ent of the 5oneys payable here2nder and 2nder the (ebent2res> 4#r2stee6 5eans the Party of the !econd Part or its s2ccessors in the tr2st hereby created> 4#r2steeBs Inde5nification6 5eans s2fficient f2nds- in the opinion of the #r2stee- to co55encecontin2e and carry o2t any act- action or proceeding and an inde5nity satisfactory to the #r2stee to protect and hold har5less the #r2stee fro5 and against all costs- charges- e;penses and liabilities that it 5ight inc2r as a res2lt of any s2ch act- action or proceeding and any loss and da5age it 5ay s2stain by reason thereof. 1." #o$erning %a&

#his (eed and the (ebent2res and the interpretation and enforce5ent thereof shall be governed by and in accordance with the laws of the Province of 8!#A#%<P)+/I'C%9. 1.' No Dee(e Rein$e!)(en) of In)ere!)

#he principle of dee5ed reinvest5ent of interest shall not apply to the deter5ination of any ann2al rate of interest or interest deter5ination or co5p2tation 2nder the ter5s of this (eed or the (ebent2res and all s2ch deter5inations and co5p2tations shall be 5ade on the basis of the no5inal rates of interest provided herein or in the (ebent2res.

(ebent2res and #r2st (eed

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

". ".1

FORM AND ISSUE OF DEBENTURES %i(i)a)ion of I!!*e

#he !eries A- !eries B- !eries C and !eries ( (ebent2res to be iss2ed 2nder and sec2red by this (eed are li5ited to an aggregate principal a5o2nt of 8A0+ '#9 in lawf2l 5oney of 8C+ '#)*9- and shall be designated 8P%)C%'#A&% E9 (e5and (ebent2res. "." For( of De+en)*re!

#he (ebent2res and the certificate of the #r2stee shall be respectively s2bstantially of the tenor and in the for5 set forth in the .irst !ched2le of this #r2st (eed- with s2ch o5issions- insertions and variations as are in this #r2st (eed provided or per5itted- shall be iss2ed as f2lly registered (ebent2res witho2t co2pons- 5ay be iss2ed in any deno5inations and shall bear the respective dates given to the5 by the Co5pany. #he (ebent2res shall be payable on de5and as set forth in Article 8' 0B%)9 hereof and shall bear interest before and after defa2lt- payable on de5and- fro5 their date- at the rate of 8P%)C%'#A&%9 percent per ann25- calc2lated half yearly and not in advancewith interest on all overd2e interest calc2lated daily at the sa5e rate fro5 the d2e date 2ntil the date of pay5ent. ".' Pa,(en) in %ega- Ten er

#he principal of and interest on the (ebent2res shall be payable in lawf2l 5oney of 8C+ '#)*9 at par to the registered holder of the (ebent2res at the address in 8C+ '#)*9 given to the #r2stee fro5 ti5e to ti5e by the (ebent2re holder. ".. Signa)*re of De+en)*re!

All (ebent2res iss2ed here2nder shall be signed by any 8' 0B%)9 director or officer of the Co5pany acting alone. "./ T,0e

1hen any of the (ebent2res are to be iss2ed here2nder- the Co5pany shall- witho2t 2nreasonable delay- ca2se to be prepared- e;ec2ted and delivered to the #r2stee definitive (ebent2res which 5ay be typewritten or otherwise 5echanically reprod2ced. ".1 De-i$er,

All (ebent2res 5ay fro5 ti5e to ti5e after the e;ec2tion of this (eed be iss2ed by the Co5pany and be certified by or on behalf of the #r2stee and shall be delivered by the #r2stee to or to the order of the Co5pany- fro5 ti5e to ti5e 2pon receipt by the #r2stee of an order or orders in writing signed by any 8' 0B%)9 director or officer of the Co5pany acting alone. ".2 Cer)ifi3a)ion

'o (ebent2re shall be iss2ed- or if iss2ed- shall be obligatory or shall entitle the holder to the benefit of the sec2rity of these presents or the benefit of the tr2sts here2nder 2ntil it has been certified by or on the behalf of the #r2stee- and s2ch certification by the #r2stee 2pon any s2ch (ebent2res shall be concl2sive evidence that the (ebent2res so certified have been d2ly iss2ed here2nder and that the holder thereof is entitled to the benefit of the sec2rity and tr2sts 2nder these presents. #he certificate of the #r2stee signed on the (ebent2res iss2ed here2nder shall not be constr2ed as a representation or warranty by the #r2stee as to the validity or sec2rity of this (eed or of the said (ebent2res- and the #r2stee shall in no respect be liable or answerable for the 2se 5ade of said (ebent2res or any of the5 or the proceeds thereof.

(ebent2res and #r2st (eed

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

".4

Con!i era)ion5 I!!*e an Ran6

#he (ebent2res 5ay be iss2ed for s2ch price or consideration as shall be deter5ined by the (irectors or- at the discretion of the (irectors- 5ay be pledged- hypothecated or charged fro5 ti5e to ti5e by the Co5pany to provide sec2rity for the pay5ent of present or f2t2re indebtedness or other obligations present or f2t2re of the Co5pany provided- however- that any (ebent2res so pledgedhypothecated or charged shall not be dee5ed to be redee5ed by reason of the acco2nt of the Co5pany having ceased to be indebted while the (ebent2res re5ain so pledged- hypothecated or charged. %ach of the (ebent2res within each series of (ebent2res conte5plated herein- as soon as it is iss2ed and certified as herein provided shall- s2b@ect to the ter5s hereof- be eD2ally and rateably sec2red hereby as if all the (ebent2res of s2ch !eries had been iss2ed and certified si52ltaneo2sly- provided however that each series of (ebent2res shall ran? and be paid as set o2t in !ection F.G hereof. ".7 Regi!)ra)ion an Tran!fer

#he Co5pany- at all ti5es while any of the (ebent2res iss2ed here2nder are o2tstanding- shall ca2se to be ?ept by the #r2stee a register in which shall be entered the na5es and addresses of the holder or holders of (ebent2res. 'o transfer of a (ebent2re shall be valid 2nless 5ade on s2ch register by the registered holder or his e;ec2tors or ad5inistrators or his or their attorney d2ly appointed by an instr25ent in writing- in for5 and e;ec2tion satisfactory to the #r2stee- and 2pon co5pliance with s2ch reasonable reD2ire5ents as the #r2stee 5ay prescribed. #he ownership of the (ebent2res shall be proven by s2ch register. ".18 Rig9)! of :o- er!

#he registered holder of a (ebent2re shall be dee5ed and regarded as the owner thereof for all p2rposes of this #r2st (eed- and shall be entitled to receive the principal 5oneys- pre5i25- if anyand interest evidenced by s2ch (ebent2re free fro5 all eD2ities or rights of set off or co2nterclai5 between the Co5pany and his transferor or any previo2s holder thereof. ".11 Re!)ri3)ion on I!!*e

'o (ebent2res shall be iss2ed here2nder to anyone other than the Creditors. '. '.1 C:AR#IN# PRO;ISIONS F-oa)ing C9arge

In consideration of the pre5ises and of 8A0+ '#9 (ollar to it in hand paid by the #r2stee 3the receipt whereof is hereby ac?nowledged7 and in p2rs2ance of every power and a2thority it there2nto enabling and for the p2rpose of sec2ring the pay5ent- in lawf2l 5oney of 8C+ '#)*9- of all principal of and interest 3incl2ding interest on a5o2nts in defa2lt7 and pre5i25s- if any- on the (ebent2res and the pay5ent of all other s25s- if any- fro5 ti5e to ti5e d2e here2nder to the (ebent2re holders or to the #r2stee or its s2ccessors- and the pay5ent of all other 5oneys- if any- for the ti5e being and fro5 ti5e to ti5e owing on or charged or chargeable on the sec2rity hereof- and the perfor5ance by the Co5pany of all its obligations here2nder- the Co5pany does hereby hypothecate- 5ortgage- pledge and charge as and by way of a floating charge- to and in favor of the #r2stee- and its s2ccessors in the tr2st- as tr2stee for the benefit of the (ebent2re holders- for and with the pay5ent of the s25 of 8A0+ '#9 in the lawf2l 5oney of 8C+ '#)*9 and interest thereon at the rate of 8P%)C%'#A&%9 E per ann25 calc2lated half yearly and not in advance- and for the sa5e p2rposes does hereby cede and transfer to the #r2stee- and its s2ccessors in the tr2st- as #r2stee for the benefit of the (ebent2re holders- all the 2nderta?ing of the Co5pany and all its property- rights- interests and assets 3incl2ding 2ncalled capital- for the ti5e being7- both present and f2t2re- of whatsoever nat2re and ?ind and

(ebent2res and #r2st (eed

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

wheresoever sit2ate. Provided that the floating charge and cession and transfer contained in this !ection C.1 shall in no way hinder or prevent the Co5pany- at any ti5e and fro5 ti5e to ti5e- 2ntil the sec2rity hereby constit2ted shall have beco5e enforceable and the #r2stee shall have deter5ined or beco5e bo2nd to enforce the sa5e- b2t s2b@ect to the covenants contained in Article 8' 0B%)9- fro5 selling- alienating- leasing or otherwise disposing of or dealing with the property and assets incl2ded in s2ch floating charge and cession and transfer in the ordinary co2rse of its b2siness and for the p2rpose of carrying on the sa5e. '." Pa!)5 Pre!en) of F*)*re A $an3e!

#he hypothecs- 5ortgages- pledges and charges and cessions and transfers hereby 5ade and created shall be and have effect whether or not the 5oneys thereby sec2red shall be received before or after or at the sa5e ti5e as- the iss2e of any of the (ebent2res intended to be thereby sec2red or any part thereof- or before of after- or 2pon the date of the e;ec2tion of these presents. '.' Co(0an, )o #i$e Mor)gage5 P-e ge an C9arge an Ce!!ion an Tran!fer

#he Co5pany shall forthwith- and fro5 ti5e to ti5e- e;ec2te and do all deeds- doc25ents and things which in the reasonable opinion of Co2nsel are necessary or advisable for giving the #r2stee a valid floating charge of the nat2re herein specified 2pon the 0ortgaged Pre5ises- and a valid cession and transfer of the 0ortgaged Pre5ises- for and to sec2re the pay5ent of all principal 5oneys and interest for the ti5e being and fro5 ti5e to ti5e owing on the sec2rity of these presents and the (ebent2res and all other 5oneys intended to be sec2red by these presents- and for conferring 2pon the #r2stee s2ch powers of sale and other powers over the 0ortgaged Pre5ises respectively as are hereby e;pressed to be conferred. .. POSSESSION5 USE AND RE%EASE OF T:E MORT#A#ES PREMISES ..1 Po!!e!!ion an U!e of Mor)gage Pro0er), ntil the sec2rity hereby constit2ted shall have beco5e enforceable and the #r2stee shall have deter5ined or beco5e bo2nd to enforce the sa5e p2rs2ant to the provisions of this #r2st (eed- the Co5pany shall- s2b@ect to the e;press ter5s hereof- be s2ffered and per5itted to possess- develop5anage and operate the 0ortgaged Pre5ises to the sa5e effect- e;cept as provided herein- as if this #r2st (eed had not been e;ec2ted. .." Po&er Tran!ferre )o Tr*!)ee In the event that the 0ortgaged Pre5ises shall be in the possession of a receiver or 5anager or other si5ilar officer- lawf2lly appointed- the powers herein conferred 2pon the Co5pany with respect to the sale- transfer or disposition of the 0ortgaged Pre5ises 5ay be e;ercised by s2ch receiver- 5anager or other si5ilar officer s2b@ect to the li5itations i5posed 2pon the #r2stee in that regard 2nder the provisions of Article 8' 0B%)9 hereof> and if the #r2stee shall be in possession of the 0ortgages Pre5ises 2nder any provision of this #r2st (eed- then s2ch powers 5ay be e;ercised by the #r2stee in its discretion s2b@ect to the li5itations i5posed 2pon the #r2stee in that regard 2nder the provisions of Article 8' 0B%)9 hereof.

(ebent2res and #r2st (eed

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

..' Re-ea!e of F-oa)ing C9arge ntil the sec2rity hereby constit2ted shall have beco5e enforceable and the #r2stee shall have deter5ined or beco5e bo2nd to enforce the sa5e p2rs2ant to the provisions of this #r2st (eed- if the Co5pany shall sell or otherwise dispose of any of the 0ortgaged Pre5ises p2rs2ant to the provisions of !ection C.1 and shall consider it desirable to evidence or confir5 the release of s2ch 0ortgaged Pre5ises fro5 the charge hereof- the #r2stee shall e;ec2te all s2ch doc25ents and do all s2ch things as the Co5pany 5ay reD2est- at the Co5panyBs e;pense- to evidence or confir5 the release of sa5e fro5 the charge hereof witho2t any for5ality other than the reD2est of the Co5pany. In the event that the proposed alienation does not fall in the ordinary co2rse of the Co5panyBs b2siness and is not for the p2rpose of carrying on the sa5e- the #r2stee shall not consent to the above noted release 2ntil s2ch ti5e as it shall have obtained a (ebent2re holdersB Instr25ent evidencing the consent of the (ebent2re holders to s2ch release and 2pon the f2lfill5ent of the ter5s and conditions set forth herein and therein. ... P*r39a!er Nee No) In<*ire 'o p2rchaser in good faith of property or rights p2rporting to be released here2nder shall be bo2nd to ascertain the a2thority of the #r2stee to e;ec2te the release or to inD2ire as to any facts reD2ired by the provisions hereof for the e;ercise of s2ch a2thority> nor shall any p2rchaser of any other property be 2nder any obligation to ascertain or to inD2ire into the occ2rrence of any event on which any sale is hereby a2thorized. /. DEMAND FOR PAYMENT

(e5and for pay5ent of the (ebent2res with accr2ed interest shall be 5ade on the Co5pany in writing by the #r2stee 2pon receipt by the #r2stee of a (ebent2re holdersB Instr25ent. At the ti5e of the 5a?ing of a de5and of pay5ent as aboveI5entioned- or at any ti5e thereafter the #r2stee shall- if the (ebent2res are not then paid in f2ll- be entitled to p2blish notices of the fact that the sec2rity created by this #r2st (eed has beco5e enforceable- in accordance with the provisions of 8!P%CI.* C+ '#)* AC#<$A1<) $%9. 1. CERTAIN CO;ENANTS BY T:E COMPANY

#he Co5pany hereby covenants and agrees= 1.1 Pa,(en) of De+en)*re! #hat it shall well- tr2ly and p2nct2ally pay or ca2se to be paid the principal- pre5i25- if any- and interest to beco5e d2e in respect of the (ebent2res on the dates and at the place and in the 5oneysa5o2nts and 5anner provided for with respect thereto herein or therein. 1." Regi!)ra)ion of Tr*!) Dee #hat it shall register and fro5 ti5e to ti5e reIregister or renew the registration of this #r2st (eed and all other reD2isite instr25ents witho2t delay at every place where the registration or preIregistration or renewal of registration thereof 5ay be by 8*+ ) C+ '#)* $A19 reD2ired to sec2re or perfect the charges hereof 2pon the 0ortgaged Pre5ises and also where- in the @2dg5ent of the #r2stee- it 5ay be of advantage or necessary to the sec2rity hereby created and that it shall deliver or e;hibit to the #r2stee on de5and certificates establishing s2ch registration- preIregistration and renewal of registration and shall fro5 ti5e to ti5e renew the sa5e if s2ch renewal is necessary- in the opinion of the #r2stee- to effect2ate or 5aintain the sec2rity created by the present #r2st (eed> and that it shall f2lfill all the reD2ire5ents of the laws of the federal- provincial or 52nicipal govern5ents of 8C+ '#)*9 and of any other co5petent a2thority.

(ebent2res and #r2st (eed

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

1.' Main)enan3e of Se3*ri), #hat it shall f2lly and effectively 5aintain the sec2rity hereby constit2ted as a valid and effective sec2rity and that it shall not per5it or s2ffer the creation or registration of any lien- privilege or other charge of wor?5en- b2ilders- contractors or s2ppliers of 5aterial or any other privilege- hypothec5ortgage- pledge- lien or charge 2pon or in respect of the 0ortgaged Pre5ises or any part thereof. 1.. Pa,(en) of Tr*!)ee=! Re(*nera)ion #hat it shall pay the #r2stee reasonable re52neration for its services as #r2stee 2nder this #r2st (eed and shall repay to the #r2stee on de5and all 5oneys which shall have been paid o2t by the #r2stee for pre5i25s of ins2rance- repairs- renewals- ta;es- 5aintenance- preservation- legal e;penses or charges- or any other e;pendit2res whatsoever which the #r2stee 5ay reasonably 5a?e or inc2r in and abo2t the e;ec2tion of the tr2sts created by this #r2st (eed- with interest thereon at the #r2steeBs Interest )ate- fro5 the date that s2ch 5onies have been paid o2t by the #r2stee> and s2ch 5oneys and interest thereon- incl2ding the #r2steeBs re52neration- shall 2ntil paid be sec2red hereby and have the benefit and charge of the sec2rity hereby created 2pon the 0ortgaged Pre5ises- in priority to the indebtedness represented by the (ebent2res and interest and pre5i25- if any- thereon and other s25s payable to the holders thereof- and shall be payable by the #r2stee o2t of any f2nds in the possession of the #r2stee. 1./ E>e3*)ion of A i)iona- Dee !

#hat at any and all ti5es the Co5pany shall do- e;ec2te- ac?nowledge and deliver- or ca2se to be done- e;ec2ted- ac?nowledged and delivered- all and every s2ch f2rther acts- deeds- assign5entstransfers- hypothecs- 5ortgages- pledges- charges or instr25ents as the (ebent2re holders or the #r2stee 5ay reasonably reD2ire or reD2est for the better hypothecation- 5ortgaging- pledging and charging and ceding and transferring 2nto the #r2stee of the 0ortgaged Pre5ises- and the Co5pany will 5a?e- e;ec2te- ac?nowledge and deliver all s2ch f2rther and additional instr25ents and ta?e all s2ch f2rther action as 5ay be necessary or reD2ired to carry o2t the intent and p2rpose hereof. 1.1 Perfor(an3e of O+-iga)ion! *n er Con)ra3) &i)9 De+en)*re 9o- er! #hat it shall f2lly and effectively perfor5- f2lfill- observe and e;ec2te all the covenants- conditions and obligations contained or referred to in any and all deeds- doc25ents- agree5ents and writings e;ec2ted by and between the (ebent2re holders and the Co5pany or by the Co5pany in favor of the (ebent2re holders. 1.2 Fa3i-i)a)ing Rea-i?a)ion of Se3*ri), #hat after the sec2rity hereby created shall have beco5e enforceable and the #r2stee shall have deter5ined or beco5e bo2nd to enforce the sa5e- the Co5pany shall fro5 ti5e to ti5e e;ec2te and do all s2ch ass2rances and things as the #r2stee 5ay reasonably reD2ire for facilitating the realization of the 0ortgaged Pre5ises- for e;ercising all the powers- a2thorities and discretion hereby conferred 2pon the #r2stee and for confir5ing to any p2rchaser of any of the 0ortgaged Pre5ises- whether sold by the #r2stee here2nder or by @2dicial proceedings- the title to the properties so sold- and that it shall give all notices and directions as the #r2stee 5ay consider e;pedient. 1.4 S*!0en!ion of Rig9)! of )9e Co(0an, #hat any right or privilege granted here2nder to the Co5pany shall be s2spended fro5 the 5o5ent that the sec2rity hereby constit2ted shall have beco5e enforceable and the #r2stee shall have deter5ined or beco5e bo2nd to enforce sa5e p2rs2ant to the provisions of this (eed.

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

2.

NOTICES

Any notice given 2nder this #r2st (eed to a (ebent2re holder shall be properly given by sending the sa5e by prepaid registered 5ail 3or in the case of absence of postal service- by 5essenger7 addressed to s2ch (ebent2re holder at his last address appearing on the register 5entioned in !ection 2.F. Any notice given by 5ail shall be dee5ed to have received on the third b2siness day ne;t following the day on which the envelope containing it was deposited in a post office or p2blic letter bo; in 8C+ '#)*9 3or on the day of the ac?nowledge5ent of its receipt if it is delivered by 5essenger7. Any notice to be given to the Co5pany shall be trans5itted in the sa5e 5anner to the head office of the Co5pany and every notice to the #r2stee shall be trans5itted in the sa5e 5anner to the address set o2t above. 4. E;ENTS OF DEFAU%T 4.1. Se3*ri), )o Be3o(e Enfor3ea+-e #he sec2rity hereby constit2ted shall beco5e i55ediately enforceable if and when one or 5ore of the following events 3herein so5eti5es called 4%vents of (efa2lt67 shall happen= K.1.1.(efa2lt in Pay5ents #he Co5pany shall have failed to 5a?e pay5ent of the principal of or interest on any of the (ebent2res when the sa5e beco5es payable in accordance with the ter5s of the (ebent2res and- when d2e and payable- any other s25s the repay5ent of which is sec2red by this (eed> or K.1.2.Ban?r2ptcy or $iD2idation #he Co5pany 5a?es an assign5ent for the benefit of creditors- or files or consents to the filing of a petition in ban?r2ptcy 2nder the 8!P%CI.* C+ '#)* AC#<$A1<) $%9> or K.1.C.+bservance of Covenants (efa2lt shall be 5ade in the d2e observance or perfor5ance of any other covenant or condition in this (eed reD2ired to be observed or perfor5ed by the Co5pany 3and which is not otherwise specifically provided for as an %vent of (efa2lt in this Article K7. 4.". No)i3e of Defa*-) Any notice as aforesaid 5ay be given by the #r2stee or its agent of its own initiative and shall be given 2pon receipt by it of a BondholdersB Instr25ent reD2esting sa5e. 7. IN CASE OF DEFAU%T 7.1. Wai$er of Defa*-) In the event that the sec2rity constit2ted here2nder shall beco5e enforceable- the (ebent2re holders 5ay- by (ebent2re holdersB Instr25ent- reD2ire the #r2stee to waive the defa2lt and- in s2ch eventthe #r2stee shall there2pon waive the defa2lt 2nconditionally or 2pon s2ch ter5s and conditions as s2ch (ebent2re holdersB Instr25ent shall prescribe.

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

7.". En)r, In the event that the sec2rity hereby constit2ted shall beco5e enforceable as herein provided- the #r2stee 5ay in its discretion- and 2pon receipt by it of a (ebent2re holdersB Instr25ent and the #r2steeBs Inde5nification- by its officers- agents or attorneys- enter into and ta?e possession of all or any part of the 0ortgaged Pre5ises- with f2ll power to carry on- 5anage and cond2ct the b2siness operations of the Co5pany- incl2ding the power to borrow 5oney or advance its own 5oneys for the p2rposes of s2ch b2siness operations- the 5aintenance and preservation of the 0ortgaged Pre5ises or any part thereof- the pay5ent of ta;es- wages and other charges ran?ing in priority to the (ebent2res and c2rrent operating e;penses inc2rred not 5ore than 8' 0B%)9 days prior to s2ch ta?ing of possession 3and the 5oneys so borrowed or advanced by the #r2stee shall be repaid by the Co5pany on de5and and- 2ntil repaid with interest thereon at the #r2steeBs Interest )ate- for5 a charge 2pon the 0ortgaged Pre5ises in priority to the (ebent2res7 and to receive the reven2esinco5es- iss2es and profits of the 0ortgaged Pre5ises and to pay therefro5 all the e;pensescharges and advances of the #r2stee in carrying on the said b2siness operations or otherwiseand all ta;es- assess5ents and other charges against the 0ortgaged Pre5ises ran?ing in priority to the (ebent2res- pay5ent of which 5ay be necessary to preserve the property- and to apply the re5ainder of the 5oneys so received- first in the pay5ent of interest d2e and 2npaid with interest thereon at the rate borne by the (ebent2res on which the interest is in defa2lt- and the balance 3if any7 shall be held and applied in the sa5e 5anner as if the sa5e arose fro5 a sale or realization of the 0ortgaged Pre5ises> provided that the #r2stee shall- 2pon the re5oval or waiver of all defa2lts here2nder- restore the said property and b2siness to the Co5pany- and pay to it any balance of inco5e so received after s2ch pay5ent of all a5o2nts d2e to or properly payable to the #r2stee here2nder in priority to the (ebent2res- and in case of any s2ch ret2rn of property to the Co5panythe sec2rity hereby constit2ted shall no longer be dee5ed to have beco5e enforceable by reason of the defa2lt or defa2lts which theretofore e;isted- b2t the rights to arise 2pon a s2bseD2ent defa2lt shall not be affected thereby. !ho2ld the #r2stee restore the said property and b2siness to the Co5pany- it is hereby declared and ac?nowledged that the 0ortgaged Pre5ises or any part thereof so restored to the Co5pany and already charged here2nder prior to the ta?ing or possession by the #r2stee- its officers- agents or attorneys beco5e and are still s2b@ect to the sec2rity herein created as co5pletely and in the sa5e 5anner as if no defa2lt had occ2rred- and the Co5pany and the #r2stee shall e;ec2te all deeds and do all things necessary or 2sef2l to achieve this p2rpose. 7.'. Sa-e In case the sec2rity hereby constit2ted shall have beco5e enforceable as herein provided and the Co5pany shall have failed to pay the #r2stee- on de5and- the principal of and interest on all (ebent2res o2tstanding together with any other a5o2nts d2e here2nder or on the (ebent2res- the #r2stee 5ay- in its discretion- either after s2ch entry as aforesaid- or after other entries by its officers or agents- or witho2t any entry- sell- liD2idate- transfer- alienate- 5ortgage- hypothecate- pledge or otherwise dispose of- deal with or grant sec2rity 2pon the whole or any part of the 0ortgaged Pre5ises as a whole or in parcels by private agree5ent or by a2ction- in s2ch 5anner and at s2ch prices or for s2ch consideration and on s2ch ter5s and conditions as it 5ay consider advisable- the whole witho2t any f2rther notice or for5ality whatsoever- the #r2stee being hereby constit2ted the irrevocable attorney of the Co5pany for the p2rposes aforesaid. Any s2ch sale- liD2idation- transfer- alienation- 5ortgage- hypothecation- pledge or other disposal of the 0ortgaged Pre5ises as aforesaid- shall be a perpet2al bar both in law and eD2ity against the Co5pany and its assigns and all other persons clai5ing the said property or any part or parcel thereof by- fro5- thro2gh or 2nder the Co5pany or its assigns- and the proceeds of any s2ch sale shall be distrib2ted in the 5anner herein provided. #he #r2stee or any one or 5ore of the (ebent2re holders or any agent or representative thereof 5ay beco5e p2rchasers at any sale of the 0ortgaged Pre5ises whether 5ade 2nder the power of sale herein contained or p2rs2ant to foreclos2re or other @2dicial proceedings.

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

7... A00-i3a)ion of )9e Pro3ee ! of Sa-e %;cept as herein otherwise e;pressly provided- the 5oneys arising fro5 any sale or realization of the whole or any part of the 0ortgaged Pre5ises- whether 2nder any sale or disposal by the #r2stee or by @2dicial process or otherwise- shall be applied- together with any other 5oneys then in the hands of the #r2stee available for s2ch p2rpose- in the first place to pay or rei5b2rse to the #r2stee the costscharges- e;penses- borrowings- advances and co5pensation of the #r2stee in or abo2t the e;ec2tion of its tr2sts or otherwise in relation to these presents with interest thereon as herein provided- and the resid2e of the said 5oneys shall be applied in the following order= F.G.1.firstly- to pay any clai5 or debt which by 8*+ ) C+ '#)* $A19 or 2nder this (eed is payable by preference over the a5o2nts d2e to the (ebent2re holders or which is entitled to a lien or sec2rity prior to that of the (ebent2re holders> F.G.2.secondly- to pay in f2ll the principal of and accr2ed interest on the !eries A (ebent2res> F.G.C.thirdly- to pay in f2ll the principal of and accr2ed interest on the !eries B (ebent2res> F.G.G.fo2rthly- to pay in f2ll the principal of and accr2ed interest on the !eries C (ebent2res> F.G.H.fifthly- to pay in f2ll the principal of and accr2ed interest on the !eries ( (ebent2res> and then F.G.A.lastly- to pay any s2rpl2s to the Co5pany or its assigns. 7./. Pro *3)ion of De+en)*re! U0on Pa,(en) #he #r2stee shall have the right at the ti5e it 5a?es any pay5ent reD2ired by this Article F to de5and of the person clai5ing s2ch pay5ent the prod2ction of the act2al (ebent2re 2nder which it clai5s s2ch pay5ent be 5ade- and shall ca2se to be endorsed on the sa5e a 5e5orand25 of the a5o2nt so paid and the date of pay5ent- b2t the #r2stee 5ay in its discretion dispense with s2ch prod2ction and endorse5ent in any special case 2pon s2ch inde5nity being given as it shall dee5 s2fficient. 7.1. Tr*!)ee A00oin)e A))orne, of Co(0an, #he Co5pany hereby irrevocably appoints the #r2stee to be the attorney of the Co5pany for and in the na5e and on behalf of the Co5pany to e;ec2te and do any deeds- doc25ents- transfersconveyances- assign5ents- ass2rances- consents and things which the Co5pany o2ght to signe;ec2te and do here2nder and generally to 2se the na5e of the Co5pany in the e;ercise of all or any of the powers hereby conferred on the #r2stee with f2ll powers of s2bstit2tion and revocation. 7.2. Tr*!)ee No) Re<*ire )o A3) #he #r2stee shall have the right in its discretion to proceed in its na5e as tr2stee here2nder in the enforce5ent of the sec2rity hereby constit2ted by any re5edy provided by law- whether by legal proceedings or otherwise- b2t it shall not be bo2nd to do or ta?e any act or action in virt2e of the powers conferred on it by these presents 2nless and 2ntil it shall have been reD2ired so to do by a (ebent2re holdersB Instr25ent defining the action which it is reD2ired to ta?e- and the #r2stee 5ay before ta?ing s2ch action- reD2ire the (ebent2re holders to deposit with the #r2stee the (ebent2res held by the5 and to f2rnish the #r2steeBs Inde5nification. #he obligation of the #r2stee to co55ence or contin2e any act- action or proceedings for the p2rpose of realizing 2pon the 0ortgaged Pre5ises or for the enforce5ent of any covenant or obligation 2nder or arising o2t of these presents or of the (ebent2res shall- at the option of the #r2stee- be conditional 2pon the (ebent2re holders f2rnishing- when reD2ired in writing by the #r2stee- the #r2steeBs Inde5nification.

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

7.4. %i(i)a)ion of Tr*!)ee=! %ia+i-i), in A3)ion #he #r2stee shall not be responsible or liable- otherwise than as a tr2stee- for any debts contracted by it- for da5ages to persons or property or for salaries or non f2lfill5ent of contracts d2ring any period wherein the #r2stee shall 5anage the 0ortgaged Pre5ises 2pon entry- as herein provided- nor shall the #r2stee be liable to acco2nt as 5ortgagee in possession or for anything e;cept act2al receipts or be liable for any loss on realization or for any defa2lt or o5ission for which a 5ortgagee in possession 5ight be liable- and the #r2stee shall not be bo2nd to do- observe or perfor5 or to see to the observance or perfor5ance by the Co5pany of any of the obligations or covenants herein i5posed 2pon the Co5pany nor in any way to s2pervise or interfere with the cond2ct of the Co5panyBs b2siness- 2nless and 2ntil the sec2rity hereby created has beco5e enforceable and the #r2stee shall have beco5e bo2nd to enforce the sa5e and shall have been ?ept s2pplied with 5oneys reasonably necessary to provide for the e;penses of the reD2ired action and with satisfactory inde5nity as aforesaid. 18. CONCERNIN# T:E TRUSTEE 10. By way of s2pple5ent to the provisions of any law for the ti5e being relating to tr2stees and s2b@ect to the li5itations set o2t in !ection 10.C hereof- it is e;pressly declared as follows= 10.1.1. 0ay Act on Advice of $awyer et al #hat the #r2stee 5ay e;ec2te any of the tr2sts or powers i5posed or conferred 2pon it herebyand perfor5 any d2ties reD2ired of it- by or thro2gh attorneys or agents- and 5ay in relation to these presents act on the opinion or advice of or infor5ation obtained fro5 any lawyer- val2ators2rvey or- bro?er- a2ctioneer or other e;pert- whether obtained by the #r2stee or by the Co5pany or otherwise- b2t in shall not be reD2ired to act according to the opinion- advice or infor5ation obtained fro5 the5- and shall not be responsible for any loss occasioned by acting or not acting thereon- and shall be entitled to ta?e legal or other advice and e5ploy s2ch assistance as 5ay be necessary to the proper discharge of its d2ties- and to pay proper and reasonable co5pensation to s2ch agents and attorneys for all s2ch legal and other advice or assistance as aforesaid> 10.1.2. #o %;ercise )easonable (iligence #hat the #r2stee shall only be acco2ntable for reasonable diligence in the 5anage5ent of the tr2sts hereof- and shall only be liable for its own willf2l acts and defa2lts> 10.1.C. ncontrolled (iscretion to %;ercise Powers

#hat the #r2stee- e;cept as herein otherwise provided- shall as regards all the tr2sts- powersa2thorities and discretions vested in it have absol2te and 2ncontrolled discretion as to the e;ercise thereof- whether in relation to the 5anner or as to the 5ode and ti5e for the e;ercise thereof- and in the absence of fra2d- it shall be in no way responsible for any loss- costs- da5ages or inconvenience that 5ay res2lt fro5 the e;ercise or non e;ercise thereof> 10.1.G. 'ot $iable for (efects in #itle #hat the #r2stee shall not be liable for or by reason of any fail2re or defect of title to or any enc25brance 2pon the 0ortgaged Pre5ises- or for or by reason of the state5ents of facts or recitals in this #r2st (eed or in the (ebent2res contained- or be reD2ired to verify the sa5e> b2t all s2ch state5ents and recitals are and shall be dee5ed to have been 5ade by the Co5pany onlyand it shall not be the d2ty of the #r2stee- and nothing herein contained shall in any way cast any obligation 2pon the #r2stee- to see to the registration or filing or renewal of this #r2st (eed or any other deed or writing by way of hypothec- 5ortgage- pledge- charge or cession or transfer 2pon the 0ortgaged Pre5ises or any part thereof-

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

or 2pon any other property of the Co5pany- or to proc2re any local hypothec- 5ortgage- pledgecharge or other additional instr25ent of f2rther ass2rance- or to do any other act for the contin2ance of the lien or charge hereof- or for giving notice of the e;istence of s2ch lien or charge- or for e;tending or s2pple5enting the sa5e- or to ins2re or ?eep ins2red- against loss or da5age by fire or otherwise- the 0ortgaged Pre5ises or any part thereof or to ?eep itself infor5ed or advised as to the pay5ent by the Co5pany of any ta;es or assess5ents or pre5i25s of ins2rance or other pay5ents which the Co5pany sho2ld 5a?e or to reD2ire s2ch pay5ents to be 5ade> 10.1.H. 0ay Appoint Agents #hat the #r2stee 5ay for the e;ec2tion of the d2ties and powers conferred 2pon it here2nder appoint or e5ploy receivers- lawyers- agents or other persons- b2t the #r2stee shall not be responsible for any 5iscond2ct on the part of any s2ch receiver- lawyer- agent or other person appointed by it here2nder- or bo2nd to s2pervise the proceedings of any s2ch other appointee> 10.1.A. 'eed 'ot Interfere in Co5panyBs B2siness #hat the #r2stee shall not be bo2nd to give notice to any person or persons of the e;ec2tion hereof or of the lien and charge of these presents 2nless and 2ntil the sec2rity hereby constit2ted shall have beco5e enforceable and the #r2stee shall have deter5ined or beco5e bo2nd to enforce the sa5e> 10.1.J. 'ot )esponsible for 0oneys !2bscribed #hat the #r2stee shall not be responsible for the 5oneys s2bscribed by applicants for or p2rchasers of the (ebent2res or be bo2nd to see to the application thereof> 10.1.A 0ay /ote In Ban?r2ptcy #hat- in the event of the Co5pany 5a?ing an a2thorized assign5ent or a c2stodian- tr2stee or liD2idator in respect of the Co5panyBs properties being appointed 2nder the Ban?r2ptcy and Insolvency 8!P%CI.* C+ '#)* AC#<$A1<) $%9- or in the event of the Co5pany 5a?ing a co5pro5ise or arrange5ent 2nder the Co5paniesB Creditors Arrange5ent 8!P%CI.* C+ '#)* AC#<$A1<) $%9- the #r2stee- if directed to do so by a (ebent2re holdersB Instr25ent- 5ay- in ban?r2ptcy or winding 2p proceedings 2nder the Co5paniesB Creditors Arrange5ent 8!P%CI.* C+ '#)* AC#<$A1<) $%9- and as #r2stee and on behalf of the (ebent2re holders- file and prove a clai5- val2e sec2rity and vote and act at all 5eetings of creditors and otherwise in s2ch proceedings as directed> 10.1.J #r2stee to Act on Instr2ctions of (ebent2re holders #hat the #r2stee shall- s2b@ect only to the provisions of !ection F.J- be obliged to act and shall act and be f2lly protected in acting 2pon the instr2ctions- reD2ests or directions set forth in a (ebent2re holdersB Instr25ent in connection with any proceeding- act- power- right- 5atter or thing relating to or conferred by right or to be done 2nder this (eed. 11. TRUSTEE MAY DE%E#ATE #he #r2stee 5ay fro5 ti5e to ti5e delegate to any co5pany or person- and as long as all the (ebent2res at any ti5e o2tstanding here2nder are held by one person 5ay delegate to s2ch (ebent2re holder- the perfor5ance of any of the tr2sts and powers vested in it by these presents- and the #r2stee shall not be in any way responsible for any loss inc2rred by the 5iscond2ct or defa2lt of any s2ch delegate or as a res2lt of s2ch delegation.

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

1". IN CASE OF CONF%ICT WIT: [YOUR COUNTRY %AW] #he provisions of !ection 10.1 and !ection 10.2- to the e;tent to which they 5ay contravene or be prohibited by any Act of 8C+ '#)*9 or Act of a Province of 8C+ '#)*9 for the ti5e being relating to tr2stees- shall be witho2t effect in respect to any 5atter to which s2ch Act s2pplies- to the e;tent that it applies- witho2t otherwise affecting the provisions of this Article 8' 0B%)9. 1'. FREE ACCESS TO RECORDS If reD2ested by the (ebent2re holders or by those to who5 the (ebent2res have been assigned or pledged- the #r2stee shall be obliged to give to those so reD2esting or to their officers or a2thorized agents- free access to and co552nication of the #r2steeBs records relating to these presents and all 5atters connected therewith. 11. APPOINTMENT OF NEW TRUSTEE

#he #r2stee 5ay at any ti5e resign its tr2st and be discharged fro5 all f2rther d2ties and liabilities here2nder by giving to the Co5pany and the (ebent2re holders 8' 0B%)9 daysB notice in writing or s2ch shorter notice as the (ebent2re holders and the Co5pany 5ay be willing to accept- and the (ebent2re holders 5ay- at any ti5e by a (ebent2re holdersB Instr25ent- appoint a new #r2stee in the place of any #r2stee so resigning> and the (ebent2re holders shall also have the power by a (ebent2re holdersB Instr25ent to re5ove the #r2stee at any ti5e and to appoint a new #r2stee. Any s2ch new #r2stee witho2t f2rther for5ality shall be vested with and have all the property- right- powers and a2thority granted to the #r2stee here2nder and be s2b@ect in all respects to the ter5s- conditions and provisions hereof. 1". DEFEASANCE 1".1. Tr*!)ee )o Can3e- an Di!39arge +n pay5ent by the Co5pany- either before or after de5and for pay5ent- of all 5oneys in principal and interest payable on the (ebent2res iss2ed in virt2e hereof and on pay5ent of all 5oneys d2e to the #r2stee and any other 5oneys d2e here2nder- the #r2stee shall at the reD2est and e;pense of the Co5pany- cancel and discharge this #r2st (eed and release the Co5pany fro5 this (eed and its registration- provided that- if the (ebent2res iss2ed here2nder have been pledged or deposited by the Co5pany as sec2rity for any indebtedness or the f2lfill5ent of any obligation of the Co5pany- the release and ret2rn of the (ebent2res so iss2ed as sec2rity shall not be dee5ed to operate as an e;tinction of the said (ebent2res- and the Co5pany shall be entitled to reiss2e or repledge the sa5e as and when the Co5pany 5ay see fit. 1".". Regi!)rar )o Can3e- an Di!39arge #he registrar of any registration division in which any properties affected by this (eed are sit2ate shall radiate and discharge and cancel the registration of any hypothec- 5ortgage- pledge or charge or cession and transfer created hereby or hereafter created 2nder the provisions hereof 2pon the registration of any acD2aintance- discharge- release- 5ain levee or doc25ent to that effect signed by the #r2stee- witho2t being obliged to see that any of the conditions of this (eed have been f2lfilled.

(ebent2res and #r2st (eed

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

1'.

MODIFICATION 1'.1. Po&er! of De+en)*re 9o- er! #he (ebent2re holders shall have the following powers e;ercisable fro5 ti5e to ti5e by a (ebent2re holdersB Instr25ent= 1C.1.1. 0odification of )ights of (ebent2re holders or #r2stee Power to agree to any 5odification- abrogation- alteration- co5pro5ise or arrange5ent of the rights of the (ebent2re holders and<or the #r2stee against the Co5pany or against its 2nderta?ing- property and assets or any part thereof- whether s2ch rights arise 2nder this #r2st (eed or the (ebent2res or otherwise> 1C.1.2. #o (irect #r2stee Power to direct or a2thorize the #r2stee to e;ercise any power- right- re5edy or a2thority given to it by this #r2st (eed or the (ebent2res in any 5anner specified in s2ch (ebent2re holdersB Instr25ent or to refrain fro5 e;ercising any s2ch power- right- re5edy or a2thority> 1C.1.C. 1aiver of (efa2lt Power to waive and direct the #r2stee to waive any defa2lt on the part of the Co5pany in co5plying with any provision of this #r2st (eed or the (ebent2res either 2nconditionally or 2pon any conditions specified in s2ch (ebent2re holdersB Instr25ent- whether or not the sec2rity hereof shall have beco5e enforceable by reason of s2ch defa2lt. 1'.". Defini)ion of De+en)*re 9o- er!= In!)r*(en) #he ter5 4(ebent2re holdersB Instr25ent6 5eans a doc25ent signed in one or 5ore co2nterparts by the holder or holders of not less than 8P%)C%'#A&% E9 in principal a5o2nt of each !eries of (ebent2res o2tstanding for the ti5e being- setting o2t the e;ercise of any of the powers granted to the (ebent2re holders by this Article 8' 0B%)9 or reD2iring the #r2stee to ta?e or to refrain fro5 ta?ing so5e act- action or proceeding specified therein- or setting o2t any other a2thorization or directionwhich by the ter5s hereof 5ay be given by a (ebent2re holdersB Instr25ent. Any (ebent2re holder 5ay e;ec2te any s2ch Instr25ent in person or by agent or attorney d2ly a2thorized in writing. 1'.'. Bin ing Effe3) of De+en)*re 9o- er!= In!)r*(en) Any power e;ercised by a (ebent2re holdersB Instr25ent as provided in !ection 1C.2 shall be binding 2pon the (ebent2re holders and each of the5 and the #r2stee 3s2b@ect to the provisions for its inde5nity herein contained7 shall be bo2nd to give effect thereto accordingly.

1.. ACCEPTANCE BY TRUSTEE #he #r2stee hereby accepts the tr2sts in this #r2st (eed declared and provided and agrees to perfor5 the sa5e 2pon the ter5s and conditions herein set forth. 1/. FORMA% DATE #his (eed 5ay be referred to as bearing for5al date of the 8(A#%9- notwithstanding the act2al date of its e;ec2tion.

(ebent2res and #r2st (eed

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

SC:EDU%ES .+)0 +. !%)I%! 8!P%CI.*9 (%B%'# )% 8C+ '#)*9 P)+/I'C% +. 8!#A#%<P)+/I'C%9 8C+0PA'* 'A0%9 3Incorporated 2nder the 8*+ ) C+ '#)* $A19 of 8C+ '#)*97 8P%)C%'#A&% E9 (e5and (ebent2re !eries= 'o. 8A0+ '#9 8C+0PA'* 'A0%9 3hereinafter called the 4Co5pany67- for val2e received- pro5ises to pay 2pon presentation of this !eries (ebent2re to or registered assigns- at or at any other address in 8C+ '#)*9 indicated by the registered holder hereof- on de5and- the principal s25 of 8A0+ '#9 in lawf2l 5oney of 8C+ '#)*9 and to pay interest thereon on de5and fro5 the date of this !eries 8!P%CI.*9 (ebent2reboth before and after defa2lt- in li?e 5oney- at the rate of 8P%)C%'#A&% E9 percent per ann25calc2lated half yearly and not in advance- with interest on all overd2e interest- calc2lated daily at the sa5e rate- fro5 the date that the interest beco5es d2e to the act2al date of pay5ent. #his !eries 8!P%CI.*9 (ebent2re is iss2ed 2nder and sec2red by a #r2st (eed of ,ypothec- 0ortgage and Pledge bearing for5al date of the 8(A#%9 3herein called the 4#r2st (eed67 e;ec2ted by the Co5pany in favor of 8I'(I/I( A$ 'A0%9- C.A. as #r2stee for the (ebent2re holders- to which #r2st (eed reference is hereby 5ade for the ter5s and conditions 2pon and s2b@ect to which this !eries 8!P%CI.*9 (ebent2re is iss2ed and held and the nat2re and e;tent of the sec2rity therefore. #he total principal a5o2nt of (ebent2res a2thorized to be iss2ed 2nder the #r2st (eed fro5 ti5e to ti5e is li5ited to 8A0+ '#9. All !eries (ebent2res at any ti5e o2tstanding ran? pari pass2 and are eD2ally and rateably sec2red by the #r2st (eed. #his !eries 8!P%CI.*9 (ebent2re is s2b@ect to the ter5s and conditions of the #r2st (eed- to all of which the holder of this !eries 8!P%CI.*9 (ebent2re by his acceptance hereof assents. #his !eries 8!P%CI.*9 (ebent2re is f2lly registered and 5ay only be transferred by the holder hereof 2pon co5pliance with the provisions of the #r2st (eed in that behalf. #his !eries 8!P%CI.*9 (ebent2re shall not beco5e obligatory 2ntil it shall have been certified by the #r2stee for the ti5e being 2nder the #r2st (eed. I' 1I#'%!! 1,%)%+.- 8C+0PA'* 'A0%9 has ca2sed this !eries 8!P%CI.*9 (ebent2re to be signed by 8'A0%9- Its 8#I#$%9 and to be dated the 8(A#%9 day of 8(A*9 of 8*%A)9. 8C+0PA'* 'A0%9 By= #) !#%%B! C%)#I.ICA#% #his !eries 8!P%CI.*9 (ebent2re is one of the !eries 8!P%CI.*9 (ebent2res iss2ed 2nder the #r2st (eed within 5entioned. (ate of certification= By= 8I'(I/I( A$ 'A0%9

(ebent2res and #r2st (eed

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 Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates " Canada and by international treaties. I# I! I$$%&A$ A'( !#)IC#$* P)+,IBI#%( #+ (I!#)IB #%- P B$I!,- +..%) .+) !A$%- $IC%'!% +) ! B$IC%'!%- &I/% +) (I!C$+!% #+ A'* +#,%) PA)#*- #,I! P)+( C# I' ,A)( C+P* +) (I&I#A$ .+)0. A$$ +..%'(%)! 1I$$ B% ! %( I' A C+ )# +. $A1.

.+)0 +. #)A'!.%) .or val2e received- by these presents- cedes and transfers to the present !eries 8!P%CI.*9 (ebent2re with f2ll power of s2bstit2tion- all its rights- the principal a5o2nt and o2tstanding interest on the present !eries 8!P%CI.*9 (ebent2re and irrevocably appoints as its attorney to co5plete the transfer on the boo?s of the above 5entioned Co5pany.

Copyright Biztree Inc. 2010. All rights reserved. Protected by the copyright laws of the nited !tates and Canada and by international treaties. I" I! I##$%A# A&' !"(IC"#) P(*+IBI"$' "* 'I!"(IB "$, P B#I!+, *--$( -*( !A#$, #IC$&!$ *( ! B#IC$&!$, %I.$ *( 'I!C#*!$ "* A&) *"+$( PA("), "+I! P(*' C" I& +A(' C*P) *( 'I%I"A# -*(/. A## *--$&'$(! 0I## A "*/A"ICA##) B$ ! $' I& A C* (" *- #A0.

(ated- 8(A#%9 1itness 1,%)% +. AC#= (+'% A'( PA!!%( at the City of 8!#A#%<P)+/I'C%9 on the 8(A#%9 and of record in the office of the 2ndersigned 'otary 2nder the n25ber of her notarial 5in2tes. A'( after the 8C+0PA'* 'A0%9 had declared to have ta?en cognizance of these presents and to have e;e5pted the said 'otary fro5 reading the5 or ca2sing the5 to be read- the said d2ly a2thorized officer of the Co5pany and the #r2stee respectively have signed these presents- all in the presence of the said 'otary who has also signed. I' 1I#'%!! 1,%)%+.- each party to this agree5ent has ca2sed it to be e;ec2ted at 8P$AC% +. %L%C #I+'9 on the date indicated above. C+0PA'* #) !#%%

A2thorized !ignat2re

A2thorized !ignat2re

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Print 'a5e and #itle

'+#A)*

A2thorized !ignat2re

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(ebent2res and #r2st (eed

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