Common use of Positive Covenants Clause in Contracts

Positive Covenants. Until a Public Offering, the Company, on behalf of itself and all of its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingSo long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the CompanyCorporation covenants and agrees with the Trustees for the benefit of the Holders: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, on behalf including as described under Section 13.2 hereunder; (b) from time to time to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of itself its Property and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all of covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its subsidiariesRestricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary rates, levies, assessments, government fees or useful in the proper conduct of its business in good working order and condition dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAP; (c) subject to the general practices provisions of other corporations this Indenture, to keep or cause to be kept proper books of similar size account and character make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; (ordinary wear d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and tear excepted). 4.2 The Company shall cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour of the Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Notes; and (f) to comply in all material respects and cause each of its Restricted Subsidiaries to comply with the requirements of its respective constating documents and all applicable laws, rules, regulations and orders of any court or governmental departmentorders, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities except to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books failure to do so would not reasonably be expected to adversely affect the ability of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it the Corporation or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify Restricted Subsidiaries to perform its obligations hereunder or under the Company's financial statements at Note Guarantees or the end of each fiscal year. In the event the services rights and remedies of the independent public accountants so selected, Trustees or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereofHolders thereunder. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingSubject to Section 3.15, so long as Registrable Securities are outstanding, the CompanyCompany will: (a) promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or levies imposed upon the income, profits, property, or business of the Company or any subsidiary; provided, however, that any such tax, assessment, charge, or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company shall have set aside on behalf its books adequate reserves with respect thereof, and provided further, that the Company will pay all such taxes, assessments, charges, or levies forthwith upon the commencement of itself proceedings to foreclose any lien that may have attached as security therefor; (b) keep its properties and all those of its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business subsidiaries in good repair, working order order, and condition in accordance with the general practices of other corporations of similar size and character (ordinary condition, reasonable wear and tear excepted)., and from time to time make all needful and proper repairs, renewals, replacements, additions, and improvements thereto; 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreignc) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries that are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, and explosion insurance in amounts customary for companies in similar businesses similarly situated; and the Company will maintain, with financially sound and reputable insurers, insurance against other hazards, risks risks, and liabilities to persons and property to the extent and in the amount manner customary for companies in similar size and similar businesses.businesses similarly situated; 4.4 The Company will (d) keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP generally accepted accounting principles applied on a consistent basis.; 4.5 The Company shall (e) duly observe and conform to all valid requirements of governmental authorities relating to the conduct of their businesses or to their property or assets; (f) maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business.; 4.6 The (g) the Company will retain independent public accountants of recognized national standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor Investors and will request the firm of independent public accountants whose services are terminated to deliver to the Investor Investors a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.public

Positive Covenants. Until a Public OfferingSo long as any Holder owns any securities of the Company, and until the IPO, the Company, on behalf of itself and all of its subsidiaries, agrees as follows: 4.1 (a) The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted).; 4.2 (b) The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound.; 4.3 (c) The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses.; 4.4 (d) The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis.; 4.5 (e) The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business.; 4.6 (f) The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor Holders and will request the firm of independent public accountants whose services are terminated to deliver to the Investor Holders a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor Holders the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof.; 4.7 (g) The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingSo long as any Debentures are outstanding and except as otherwise permitted by the terms of this Indenture, the CompanyCorporation covenants and agrees with the Debenture Trustees for the benefit of the Holders: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, on behalf including as described under Section 16.2 hereunder; (b) from time to time to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of itself its Property and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Debenture Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all of covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its subsidiariesRestricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary rates, levies, assessments, government fees or useful in the proper conduct of its business in good working order and condition dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAP; (c) subject to the general practices provisions of other corporations this Indenture, to keep or cause to be kept proper books of similar size account and character make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; (ordinary wear d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 8.13, Section 8.14 or Section 11.6), to maintain and tear excepted). 4.2 The Company shall cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions of this Indenture, to cause each Debenture Guarantee granted by each Guarantor and any subordination undertaking in favour of the Debenture Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Debentures; and (f) to comply in all material respects and cause each of its Restricted Subsidiaries to comply with the requirements of its respective constating documents and all applicable laws, rules, regulations and orders of any court or governmental departmentorders, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities except to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books failure to do so would not reasonably be expected to adversely affect the ability of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it the Corporation or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify Restricted Subsidiaries to perform its obligations hereunder or under the Company's financial statements at Debenture Guarantees or the end of each fiscal year. In the event the services rights and remedies of the independent public accountants so selected, Debenture Trustees or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereofHolders thereunder. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering(i) It shall be responsible to procure at its own cost, the Company, on behalf of itself risk and all of its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent expense and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, truea timely manner, and materially correct entries will be made of all dealings or transactions in relation to its business secure and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain the same in full force and effect its corporate existenceeffect, rights, all Applicable Permits required in relation to: (A) the operation and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services management of the independent public accountants so selectedLicensed Premises, or any firm of independent public accountants hereafter employed by the Company are terminatedunder a Brand, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor as a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or 5 star hotel as approved by the Board Ministry of Directors Tourism, Government of India; (B) undertaking the Refurbishment Works; and (C) undertaking other permitted activities within the Licensed Premises as per the terms of this Agreement; (ii) It shall submit to the Licensor during the entire Licence Period, on an annual basis, within a period of thirty (30) days of the Company or any committee date on which the audited accounts of the Licencee are approved and adopted at the annual general meeting of the shareholders of the Licencee, (A) Copies of all Applicable Permits applied for and sought by it during the immediately preceding Financial Year; (B) Certified true copy of its audited accounts and financial statements for the immediately preceding Financial Year; and (C) Copy of insurance policies maintained by the Licencee and premium receipts thereof. 4.7 (D) Payment proofs for all taxes paid, deductions of which have been claimed while calculating the Gross Revenue (iii) {The Company will cause each person now or hereafter employed Licencee shall, during the Licence Period, operate and manage the Licensed Premises, under a Brand owned by the Licencee. The Licencee shall be entitled to replace the aforesaid Brand (under which it to enter into a proprietary information agreement substantially operates and manages the Licensed Premises) with any other Brand only with the prior written consent of the Licensor. The consent of the Licensor shall not be unreasonably withheld by the Licensor if the Licencee establishes that, as on the date of such request by the Licencee, under the Brand proposed as replacement, continuously in the form approved immediately preceding five (5) years, in aggregate not less than five hundred (500) operational rooms across a maximum of five (5) hotels/ resorts having a minimum 5 star rating with each such hotel/resort having at least one hundred (100) operational rooms, are operated and managed in India by the Board of Directors; providedLicencee. Provided that, however, that this covenant the Licencee shall not apply to replace the Brand (under which it operates and manages the Licensed Premises) with any person who, by virtue of applicable law, is subject other Brand prior to the same restrictions expiry of a period of seven (7) years from the Effective Date unless such proposed brand is owned by the Licencee.}2 (iv) {The Management Agreement shall be valid and effective for a period of at least 10 (ten) years. The Licencee shall be entitled to replace the Hotel Brand Owner with any other entity under whose Brand the Licensed Premises will be operated and managed, any time prior to the expiry of the aforesaid period of 10 (ten) years commencing from the Effective Date, only with the prior written consent of the Licensor. The consent of the Licensor shall not be unreasonably withheld by the Licensor if the Licencee establishes that, as those set forth on the date of such request by the Licencee, the proposed replacement or its Associate(s) owns a Brand under which, continuously in the immediately preceding five (5) years prior to the date of such proprietary information agreement.request, in aggregate not less than five hundred (500) operational across a maximum of five (5) hotels/ resorts having a minimum 5 star rating with each such hotel/resort having at least one hundred (100) operational rooms, are operated and managed in India by such proposed replacement or its Associate(s). After the expiry of the aforesaid period of 10 (ten) years commencing from the Effective Date or expiry of the Management Agreement, whichever is later, and until the remaining duration of the Licence Period, the Licencee shall: (a) at all times have a valid and subsisting management contract with any entity under whose Brand the Licensed Premises will be operated and managed, provided that, at the date of entering into such management contract, the entity or its Associate(s) own a Brand under which, continuously in the immediately preceding five (5) years prior to the date of such contract, in aggregate not less than five hundred (500) operational rooms across a maximum of five (5) hotels/ resorts having a minimum 5 star rating with each such hotel/resort having at least one hundred (100) operational rooms, are operated and managed in India; or (b) operate and manage the Licenced Premises under its own Brand or a Brand owned by its Associate, provided that, the Licencee or its Associate owns and operates in India, under such Brand, continuously in the immediately preceding five (5) years prior to the date of commencement of such operation and management of the Licensed Premises under the Brand of the Licencee, in aggregate not less than five hundred (500) operational rooms across a maximum of five (5) hotels/ resorts having a minimum 5 star rating with each such hotel/resort having at least one hundred (100) operational rooms.}3 (v) It shall submit to the Licensor during the entire Licence Period, as soon as

Positive Covenants. Until a Public OfferingThe Borrower irrevocably and unconditionally covenants and undertakes that so long as any Obligations remain outstanding, and until the CompanyFinal Repayment Date, on behalf of itself and all of its subsidiaries, agrees as followshe shall unless the Lender waives compliance in writing: 4.1 The Company (a) utilise the Facility only for the purpose stated by it to the Lender, and for no other purpose whatsoever; (b) maintain his rights and privileges currently enjoyed by him and shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance obtain, comply with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument and do all that is necessary to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existenceall Approvals required to enable him to lawfully perform his obligations under the Finance Documents; (c) obtain, rightscomply with the terms of and do all that is necessary to maintain in full force and effect all Approvals as may be required to enable him to enter into and perform his obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence of the Finance Documents and this Agreement; (d) pay regularly all Taxes, assessments, dues, duties and impositions as may, from time to time be payable to any Governmental Authority; (e) comply with all Applicable Laws, rules and regulations, including but not limited to the provisions of various rules, regulations and guidelines issued by the Securities and Exchange Board of India from time to time, including the Securities and Exchange Board of India (Prohibition of Xxxxxxx Xxxxxxx) Regulations, 1992 (including all disclosure, notification and filing requirements thereunder), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (including all disclosure, notification, valuation of shares and filing requirements thereunder), the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, and franchises the rules regulations and guidelines made applicable by relevant stock exchanges. (f) maintain insurance on and in relation to his business and assets with an insurance company or companies acceptable to the Lender against such risks and to such extent as is usual; (g) pay or reimburse to the Lender all licenses charges, Taxes or penalties imposed on or in pursuance of this Agreement or on any instruments, issued hereunder; (h) comply in all respects with the terms of the Finance Documents; (i) do everything which is necessary in the opinion of the Lender to (i) create and other perfect the Security with respect to future assets covered by the Finance Documents (including, without limitation, any further registration or filing in respect of the Security), (ii) create, perfect and maintain the Security in full force and effect at all times (including the priority thereof), and (iii) preserve and protect the Security, and the rights and title of the Lender to use patentsthe Security; (j) it irrevocably consents to the Lender disclosing information in respect of it, processesand its accounts, licensesto Lender’s head office, trademarks, trade names, its affiliates or copyrights companies owned directly or possessed indirectly by it Citigroup Inc or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selectedbranches or affiliates, or any firm of independent public accountants hereafter employed by other person as the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to Lender deems fit; (k) forthwith deliver to the Investor a letter from such firm setting forth Lender any payments or accretions in respect of or relating to Collateral required under the reasons for the termination terms of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended this Agreement; (l) cause an appropriate entry or approved by the Board of Directors note of the Company or any committee thereofFinance Documents to be made in its records; (m) certify in writing the end use of each Drawdown within 1 (one) week of the respective Drawdown; and (n) perform and execute, on request of the Lender, such acts and deeds, as may be necessary and/or required to carry out the intent of the Finance Documents. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering, The Corporation hereby covenants and agrees with the Company, on behalf Trustee for the benefit of itself the Trustee and all of its subsidiaries, agrees the Holders that so long as followsany Notes remain outstanding it will: 4.1 The Company shall maintain (a) duly and preserve all of its properties necessary or useful punctually pay and cause to be paid to the Holders the principal and any interest accrued thereunder at the dates and places, in the proper currency and in the manner prescribed herein; (b) maintain its corporate existence and carry on and conduct of its business in good working order a proper, efficient and condition business-like manner and in accordance with the general practices of other corporations of similar size good business practice and character (ordinary wear will do or cause to be done all things necessary to preserve and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights; (c) keep proper books of account in accordance with generally accepted accounting principles; (d) furnish the Trustee with copies, and franchises will provide directly, to each Holder requesting same, all interim financial statements furnished by the Corporation to its shareholders and all licenses annual audited consolidated financial statements, and other rights the report, if any, of the Corporation’s auditors thereon; the Trustee shall have no obligation to use patentsreview or analyze any of the financial statements furnished to the Trustee; (e) notify the Trustee immediately upon obtaining knowledge of any Event of Default hereunder; (f) give to the Trustee notice, processesincluding reasonable particulars, licensesof any action, trademarkssuit or proceeding, trade namesto the knowledge of the Corporation, pending against or affecting the Corporation before any court or before any governmental department, commission or agency or arbitrator in Canada or elsewhere, which could result in any material adverse change in the business, or copyrights owned the operation, prospects or possessed by it assets or any subsidiary and deemed by in the Company to be necessary to condition, financial or otherwise, of the conduct of its business.Corporation; 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at (g) Within 120 days after the end of each fiscal year. In the event the services financial year of the independent public accountants so selectedCorporation (and in any event within 12 months after the date hereof and thereafter within 12 months after the date of the latest such certificate) and at any other time if requested by the Trustee, the Corporation shall furnish the Trustee with a Certificate of the Corporation, certifying that after reasonable investigation and inquiry the Corporation has complied with all covenants, conditions or other requirements contained in this Note Indenture, the non-compliance of which would, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder, or if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply and steps taken or proposed to be taken to eliminate such circumstances and remedy such Event of Default, as the case may be; and (h) do, observe and perform or cause to be done, observed or performed all of the material obligations of the Corporation under all material agreements, leases, contracts and indentures and all material matters necessary to be done, observed or performed whether under any law or regulation of Canada, any province thereof, or any firm of independent public accountants hereafter employed by foreign country, or any municipality therein, or otherwise, in each case where non-compliance might give rise to a material adverse effect on the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended business or approved by the Board of Directors financial condition of the Company or any committee thereofCorporation. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingThe Issuer hereby covenants with the Sukuk Trustee that, so long as any of the Sukuk Murabahah shall remain outstanding, the Company, on behalf of itself and all of its subsidiaries, agrees as followsIssuer shall: 4.1 The Company shall maintain (a) comply with all provisions in and promptly perform and carry out its obligations under all the Issue Documents; (b) preserve all of its properties necessary or useful and keep in the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existenceall licences, rights, consents and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to for the conduct of its business.; 4.6 The Company will retain independent public accountants of recognized standing who shall certify (c) open and maintain the Company's financial statements at Designated Accounts with the end of each fiscal year. In Issuer’s name as the event prefixes to the services name of the independent public accountants respective Designated Accounts with the Account Bank and pay all relevant amounts into such accounts and make all payments from such accounts only as permitted under the Issue Documents; (d) execute all such further documents and do all such further acts reasonably necessary at any time or times to give further effect to the terms and conditions of the Sukuk Murabahah; (e) comply with all applicable laws including the provisions of the CMSA, the Lodge and Launch Framework, the Sales Practices Guidelines, the TD Guidelines and all circulars, conditions or guidelines issued by the SC from time to time; (f) carry on and operate its business and affairs with reasonable diligence and in a proper and efficient manner and in accordance with sound financial practices and ensure, amongst others, that all necessary approvals or relevant licences are obtained and maintained; (g) permit the accounts, reports, notices, statements or circulars as provided by the Issuer to the Sukuk Trustee to be circulated by the Sukuk Trustee at its discretion to the Sukukholders, the qualified investors of the Sukuk Murabahah as well as the Rating Agency; (h) obtain and promptly renew any authorisation, approval, consent or license to ensure the validity, enforceability or priority of the liabilities and obligations of the Issuer or the rights of the Sukukholders under the Issue Documents; (i) maintain a paying agent in Malaysia in respect of payments in relation to the Sukuk Murabahah Programme in accordance with the relevant laws and regulations; (j) procure that the Paying Agent shall notify the Sukuk Trustee, through the Facility Agent, if the Paying Agent does not receive payment from the Issuer on the due dates as required under the Issue Documents and the terms and conditions of the Sukuk Murabahah Programme; (k) maintain and keep proper books and accounts at all times in compliance with applicable statutory requirements and in accordance with generally accepted accounting principles in Malaysia and to provide the Sukuk Trustee and any person appointed by it (e.g. auditors) access to such books and accounts to the extent permitted by law; (l) ensure that the terms in this Trust Deed do not contain any matter which is inconsistent with the provisions of the Information Memorandum; (m) promptly notify the Sukuk Trustee in writing of any change of the Collection Agent; (n) ensure that all and any advances to the Issuer are to be fully subordinated to the Issuer’s liabilities to the Sukukholders and no repayment and/or prepayment of such advances shall be made by the Issuer so selected, long as any amount under the Sukuk Murabahah Programme remains owing or any firm obligation of independent public accountants hereafter employed by the Company are terminated, Issuer in relation to the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to Sukuk Murabahah Programme remains outstanding; (o) deliver to the Investor a letter from Rating Agency all such firm setting forth reports and/or information (including the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice periodical asset and transaction performance monitoring reports as per template to the Investor the Company shall state whether the change of accountants was recommended or approved be mutually agreed by the Board of Directors parties) as may be required by the Rating Agency in respect of the Company Sukuk Murabahah Programme; (p) take such steps as may have been notified by the Sukuk Trustee following the occurrence of an SIT Event or any committee thereof.an Event of Default to remedy or mitigate the effect of that SIT Event or Event of Default; 4.7 The Company will cause each person now or hereafter employed (q) sub-contract to third parties all services that may be required by it in order to enter into a proprietary information agreement substantially in maintain its business and its assets; (r) ensure that all the form approved by liabilities, present or future, of the Board Issuer (including tax) must be quantifiable and capable of Directors; provided, however, that this covenant shall not apply being met out of resources available to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreementit.

Positive Covenants. Until a Public OfferingThe Corporation covenants and agrees with the Holder that, for as long as any part of the CompanyPrincipal Amount remains outstanding, on behalf of itself it will, and all will cause each of its subsidiaries, agrees as followsMaterial Subsidiaries to: 4.1 The Company shall (a) pay or cause to be paid all principal, interest and other amounts payable under this Debenture punctually when due; (b) maintain a second ranking (subject to Permitted Encumbrances) perfected security interest in the security contemplated hereunder and under the Security Documents; (c) maintain and preserve its existence, organization and status in its jurisdiction of incorporation and make all corporate and other filings and registrations in each relevant jurisdiction necessary or advisable in connection therewith; (d) defend, protect and maintain its property from all material adverse claims; (e) obtain, as and when required, and maintain in good standing all material permits and approvals necessary for the ownership of its properties necessary or useful in property and for the proper conduct of its business in each relevant jurisdiction, and carry on and continuously operate its business in a commercially prudent manner, unless the failure to do so could not reasonably be expected to result in a Material Adverse Effect; (f) maintain, preserve, protect and keep its properties in good repair, working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary condition, reasonable wear and tear excepted). 4.2 The Company shall , and make necessary and proper repairs, renewals and replacements so that its business may be properly conducted at all times comply times, all in accordance with generally accepted international engineering and operating practices and international mining standards; (g) duly file on a timely basis all Tax returns required to be filed by it and duly and punctually pay all Taxes levied or assessed against it or its property, unless they are being contested in good faith by appropriate proceedings and it has made adequate provision for payment of the contested amount; (h) promptly give notice to the Holder of: (i) any Event of Default or default hereunder that may reasonably be expected to become an Event of Default of which it becomes aware, using reasonable diligence, together with a statement of an officer of the Corporation setting forth the details of such Event of Default and the action which has been, or is proposed to be, taken with respect thereto; (ii) any material respects with default by the Corporation of its obligations under Canadian Securities Laws or the requirements of all applicable lawsany Stock Exchange; (iii) any order, rules, regulations and orders ruling or determination of any court Stock Exchange or governmental departmentsecurities regulatory authority having the effect of suspending the sale or ceasing the trading of any securities of the Corporation; (iv) any material litigation, commission, board, bureau, agency arbitration or other instrumentality proceeding commenced or threatened against it or affecting it; (domestic v) any matter or foreign) other information of which it becomes aware and which would reasonably be expected to have a Material Adverse Effect, together with a statement of an officer of the Corporation describing the nature of such matter or other information and the terms anticipated effects thereof; and (vi) any other material change (financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, and from time to time provide the Holder with all reasonable information requested by the Holder concerning the status of any indenture, contract of the foregoing; (i) maintain or other instrument cause to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those maintained insurance with international insurance companies with AM Best rating of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities not less than A- with respect to the extent Corporation’s and the Material Subsidiaries’ properties and business against such casualties and contingencies, of such types, and in such amounts as is customary in the amount customary case for companies similar businesses operating in similar size and similar businesses.geographic locations; 4.4 The Company will keep true records and books of account (j) comply with Applicable Laws, such compliance to include (without limitation) its qualification as a foreign corporation in all jurisdictions in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to such qualification is legally required for the conduct of its business., unless the failure to do so could not reasonably be expected to result in a Material Adverse Effect; 4.6 The Company will retain independent public accountants of recognized standing who shall certify (k) use commercially reasonable efforts to maintain the Company's financial statements at the end of each fiscal year. In the event the services listing of the independent public accountants so selectedCommon Shares on the TSX and the NYSE American, or and take all steps necessary to ensure that any firm Common Shares issued to the Holder pursuant to the terms of independent public accountants hereafter employed by this Debenture are listed and posted for trading on such Stock Exchanges (subject, in the Company are terminatedcase of any Common Shares issued to the Holder pursuant to the terms of this Debenture, the Company will promptly thereafter notify the Investor to any applicable hold periods, not to exceed four months plus one day), and will request the firm of independent public accountants whose services are terminated use commercially reasonable efforts to deliver to the Investor a letter from maintain such firm setting forth the reasons listing and posting for the termination of their services. In the event trading of such terminationCommon Shares on such Stock Exchanges, and will use commercially reasonable efforts to maintain the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors Corporation’s status as a “reporting issuer” not in default of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in requirements of the form approved by the Board of DirectorsCanadian Securities Laws; provided, however, that nothing in this covenant Section 5.1(k) shall prevent or restrict the Corporation from engaging in a transaction to which Section 5.4 applies even if as a result of such transaction the Corporation ceases to be a “reporting issuer” in all or any jurisdictions of Canada or the Common shares cease to be listed on the TSX or NYSE American (or any other stock exchange); (l) (i) provided that no Event of Default has occurred and is continuing, provide to the Holder and any of its representatives all such information and records under its control as may be reasonably requested by the Holder to determine the Corporation’s compliance with this Debenture or to exercise or enforce the Holder’s rights thereunder, and (ii) while an Event of Default has occurred and is continuing, permit the Holder and any of its representatives, at reasonable times and customary intervals during normal business hours and at the cost of the Corporation, to inspect any of its property, to visit its offices and to discuss its financial matters with its financial officers or its accountants and to examine any of its books or corporate records as may be reasonably requested by the Holder; (m) comply with all Governmental Authorizations that are necessary for the ownership or lease of its properties or the conduct of its businesses including, as applicable, for exploration, development and operation (as applicable) of the material assets of the Corporation or its Subsidiaries, unless the failure to do so could not reasonably be expected to result in a Material Adverse Effect; (n) as soon as reasonably possible and in no event later than 20 Business Days after the Issue Date, cause the articles of association of each of Leagold RDM Holdings B.V., Leagold Fazenda Holdings B.V., Leagold Santa Lux Holdings B.V. and Leagold Xxxxx Holdings B.V. to be amended to grant the right to any pledgee (and usufructuary) with voting rights to convene general shareholder meetings for each of the foregoing entities; and (o) as soon as reasonably possible and in no event later than 20 Business Days after the Issue Date, cause item 3 of the articles of incorporation of MXN Silver Corp. to be amended to add the following: “Notwithstanding anything contained in these Articles, the directors shall not apply decline to register any person whotransfer of shares, nor may they suspend registration thereof where such transfer is executed by virtue any shareholder or by any bank, company or institution to whom such shares have been charged by way of applicable lawsecurity, is subject or by any nominee of such a bank, company or institution, pursuant to the same restrictions as those set forth in power of sale under such proprietary information agreementsecurity, and a certificate by any official of such bank, company or institution that the shares were so charged and the transfer was so executed shall be conclusive evidence of such facts.".

Positive Covenants. Until The Customer hereby expressly covenants with the Bank that the Customer shall at all times during the continuance of this Agreement:- (a) in the case where the issue document of title/strata title to the Property has been issued, let or shall cause to let the Bank have custody or possession of the issue document of title/strata title to the Property so long as the charge shall remain enforceable; (b) in the case where the issue document of title/strata title to the Property has not been issued, let or shall cause to let the Bank have the custody or possession of the original stamped copy of the Sale and Purchase Agreement and or such other agreement or document, if any, evidencing the Customer’s title to the Property, for so long as the Selling Price and all other moneys remain undischarged. Upon issuance of the issue document of title/strata title to the Property by the appropriate authority, deliver or cause to be delivered to the Bank the issue document of title or strata title to the Property and let or shall cause to let the Bank have the custody or possession of the issue document of title/strata title to the Property so long as the charge shall remain enforceable and the parties hereby agree that insofar as the law shall permit the application of Section 244 (2) of the National Land Code 1965 shall be restricted to instances where the production of any document is required for purposes of any action or matter initiated or instituted by the government or any governmental authority department or officer and not where such document is required for any purpose or to effect any transaction conducted or initiated by the Customer AND nothing contained or expressed in the said Section 244 (2) be construed as or deemed to be consent by the Bank; (c) punctually pay or cause to pay all existing current and future quit rents, rates, taxes and all outgoings whatsoever which are now or any time hereafter be payable in connection with or arising out of the Property or of the Customer’s business and obtain all necessary licences and comply with all regulation relating to the carrying on of such business and the Customer shall produce to the Bank the receipts for all such payments as aforesaid. In the event of the Customer failing to pay any moneys herein covenanted to be paid, it shall be lawful for but not obligatory upon the Bank to pay the same or any part thereof and all moneys expended by the Bank shall be recoverable from the Customer and shall be paid on demand being made by the Bank; (d) keep or cause to keep the building now standing or that may hereafter be erected on the Property and all fittings and fixtures therein in tenantable repair and condition and comply or cause to comply with all notices and orders served on the Customer by any competent or other public or local authority in respect of repairs sanitary installation sewerage road-making or otherwise. The Customer will or cause to permit the Bank or the Bank’s agents at all reasonable times of the day to enter into or upon the Property and all buildings thereon to examine the state and conditions thereof and will forthwith repair and make good all defects and wants of reparation of which a Public Offeringnotice in writing shall be given to the Customer by the Bank. In default whereof it shall be lawful for but not obligatory upon the Bank and without being liable as a chargee in possession at any time to enter upon the Property and to effect such repairs as may be necessary and all moneys expended by the Bank shall be repaid by the Customer on demand of the same being made by the Bank; (e) observe and comply or cause to observe and comply with any conditions covenants restrictions and category of land use express or implied, binding on the CompanyProperty or building erected or to be erected hereafter or otherwise howsoever in respect of the Property and will not do or omit to do or suffer to be done or omitted any act matter or thing in or in respect of the Property or any part thereof which shall contravene the provisions of any statutory law and rules made thereunder now or hereafter affecting the same. In default whereof it shall be lawful for but not obligatory for the Bank to take such steps and measures necessary to ensure compliance and non-contravention by the Customer of any statutory law enactments bye-laws and rules made thereunder now or hereafter affecting the Property and all moneys expended by the Bank shall be repaid by the Customer on demand for the same being made by the Bank. The Customer shall at all times hereafter indemnify and keep indemnified the Bank against all claims, demands, actions, proceedings, costs and expenses in respect of any such act, matter or thing done or omitted to be done in contravention of such provisions; (f) give or cause to give to the Bank within seven (7) days of the receipt of the notice of the same full particulars of any notice or proposal for a notice or order or proposal for an order given or issued or made to the Customer in respect of the Property or any part thereof by or on behalf of itself any planning, local government, public health, sanitary, housing or other authority and produce or cause to produce such notice to the Bank and also shall without delay and within the period prescribed by such notice, take or cause to take all reasonable or necessary steps to comply with the provisions of its subsidiaries, agrees as follows: 4.1 The Company shall maintain such notice or order to safeguard and preserve all the Property or any part thereof or the title or ownership thereto and also may on the Customer’s own accord or shall at the request of its properties necessary the Bank and at the Customer’s cost make or useful join or cause to make or join with the Bank in making such objections or representations against or for in respect of any such proposal notice or order as the Bank may deem expedient; (g) on receipt of a notice in writing from the Bank that in the proper conduct opinion of the Bank any user by the Customer of the Property or any part thereof or any building thereon whether by reason of over-crowding or for any other reason whatsoever is calculated to affect adversely the security of the Bank discontinue such user forthwith; (h) not to sell, transfer, charge, assign or otherwise howsoever deal with nor allow to be sold, transferred, charged or assigned or otherwise howsoever dealt with the Property or any part thereof or any interest therein or make or allow to be made the same subject to any burden charge encumbrance liability or lien whatsoever or make or allow to be made any application for the surrender of the Property or any part thereof or any interest therein or make or allow to be made any application for the alteration of the category of land use or for the imposition of any fresh category of land use in respect of the Property or for the rescission removal or amendment of any condition or restriction affecting the Property without the written consent of the Bank first had and obtained; (i) not to lease or create a tenancy or grant or allow to be leased or granted any license or otherwise howsoever part with or allow to be parted with the possession or make or accept or allow to be made or accepted the surrender of any lease or tenancy whatsoever of or in respect of the Property or any building or fixture thereof or any part thereof to any person firm or company without the consent in writing of the Bank first had and obtained which consent may be given or refused without assigning any reason thereof either absolutely or on such terms and conditions as the Bank deems fit and the decision of the Bank shall be final and conclusive, AND the Customer hereby assigns or cause to assign and covenants to assign absolutely to the Bank all the present and future rents, licence fees, rights and benefits accruing to the Customer under any lease, tenancy, grant or licence of or in respect of the Property; (j) not to alter, pull down, or remove or allow to be altered, pulled down, or removed any building or fixture now or at any time hereafter erected on or affixed to the Property or any part thereof or erect or make or maintain or suffer to be erected made or maintained on the Property or any part thereof any additional building erection or improvement without the consent in writing of the Bank first had and obtained and will forthwith replace or make good the same in the event of such addition, alteration, pulling down or removal made without the Bank’s consent. In the event that the Bank shall give its business consent, the Customer shall or cause to duly apply for all necessary permissions required by law and will give the Bank immediate notice of such permissions if granted and the Customer will at all times indemnify and keep indemnified the Bank against all proceedings costs claims and demands whatsoever in good working order respect of and condition arising out of any contravention by the Customer of such permission. Where it is intended that there is to be erected any building or buildings on the Property or that the Facility was utilised for the purposes thereof, the Customer shall complete the erection of such building or buildings in accordance with the general practices approved plans thereof of such competent authority or authorities necessary, for the obtaining of and shall obtain a Certificate of Completion and Compliance not later than such date as the Bank may stipulate; (k) any restriction against consolidation shall not apply to this security and it is hereby agreed that unless the Bank otherwise agrees the security created under the charge shall not be discharged except on payment by the Customer of not only all moneys secured hereby but also all moneys secured by any other corporations charge or security document created by the Customer as security for the Selling Price or otherwise; (l) the Customer authorises or shall cause the Bank to be authorised to value the Property annually or at such intervals as the Bank shall in its absolute discretion decide by any valuer or any officer of similar size the Bank or any person of the Bank’s choice at the Customer’s sole cost and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent expense and in the amount customary for companies in similar size event such valuation reveals that the forced sale value of the Property is lower than that at the date hereof the Bank shall have the absolute discretion to require the Customer within fourteen (14) days from the date of the notice from the Bank to charge, pledge, mortgage or deposit with the Bank the Customer’s stocks and similar businesses. 4.4 The Company will keep true records and books shares, assets, movable property and/or the issue document of account in which fulltitle or strata title, trueif any, and materially correct entries will be made of all dealings immovable properties vested in the Customer of such value as the Bank may from time to time require or transactions for such tenure as the Bank so requires by way of further and additional security for the payment of the Selling Price owing for the time being under this Agreement; (m) in relation addition to and not in derogation of the agreements and stipulations implied, the obligations imposed and the rights created by law, custom and this Agreement, the Customer expressly agrees covenants and undertakes where applicable the following:- (i) will ensure that the Bank shall be at liberty to employ a visiting agent or agents or any other person or persons from time to time to enter onto and inspect the Property and into any building or structure now or at any time hereafter erected thereon and may have access to any fixture thereon and to view and inspect the condition of repair thereof and to make a report thereon at the costs and expense of the Customer provided however that if the Bank should enter and repair the same it shall not be liable as a chargee in possession; (ii) during the term of this Agreement the Customer will ensure that the Property is kept clean, well-maintained and in a stage of repair, in default whereof it shall be lawful for but not obligatory upon the Bank to employ labourers, or workmen, for the purpose of keeping the Property clean well-maintained and in a state of repair PROVIDED ALWAYS that nothing in this Section contained and no act of the Bank, its servants or agents done, in pursuant of the provisions of this Section shall render the Bank liable as a chargee in possession; (n) to furnish or cause to be furnished to the Bank with any other financial information or such other information relating to the Customer or the business of the Customer or on any asset to be provided to the Bank as security as may reasonably be requested by the Bank from time to time; (o) to observe and affairs perform the terms and conditions of this Agreement or to cause to be observed and performed the terms and conditions of this Agreement; (p) to forthwith inform the Bank of any change in accordance the place of business or registered office or residential address of the Customer and/or the Security Party(ies) (if applicable); (q) to comply or cause to comply with GAAP applied on a consistent basis. 4.5 The Company shall all conditions imposed and to maintain or cause to be maintained in full force and effect its corporate existenceall authorisations, rightslicences, approvals and franchises consents referred to in Section 6.01(1)(d) hereof; (r) to forthwith notify or cause to be notified to the Bank of the occurrence of any event of default set out in Section 8.01 hereof or of any event of default in relation to any other indebtedness of the Customer or of any other occurrence of which the Customer becomes aware which in the Customer’s reasonable opinion might adversely affect the Customer’s ability to fully comply with the Customer’s obligations in this Agreement; (s) to forthwith notify the Bank of any change in the authorised signatories of the Customer and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, notify the Bank if any of the Customer’s authorised signatories shall no longer be authorised to sign or copyrights owned otherwise to act on the Customer’s behalf in this Agreement; (t) to promptly notify the Bank of any material change (including but not limited to the commencement or possessed by it institution of any legal proceedings against the Customer) in the condition or performance or nature of the Customer’s business or constitution or any subsidiary other matters of or affecting the Customer; (u) to duly observe and deemed perform all terms and conditions covenants and stipulations to be observed and performed by the Company to Customer under the Sale and Purchase Agreement and shall save and hold the Bank harmless against all losses, damages, claims, penalties and expenses, including legal costs, that may be necessary made or brought at any time by the Vendor and or the Proprietor or any other party or parties against the Bank for any act of default under or for any breach of any provisions of the Sale and Purchase Agreement by the Customer and or that may be incurred sustained or suffered by the Bank as a result thereof and the Customer shall promptly upon a demand being made by the Bank pay to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants Bank all amounts so selected, paid incurred suffered or any firm of independent public accountants hereafter employed sustained by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereofBank. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingEach of the Borrower(s) hereby agrees, undertakes, covenants and assures that it shall comply with the Company, on behalf of itself and all of its subsidiaries, agrees as followsfollowing until the Final Settlement Date: 4.1 (a) The Company Borrower(s) shall maintain comply with all the Laws applicable to them, including Tax laws, anti-money laundering laws and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted)accounting laws. 4.2 (b) The Company Borrower(s) shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations obtain and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, Consents required for or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary in relation to: (i) performing their obligations in relation to the conduct Facility and / or under the Transaction Documents; (iii) the execution, delivery and performance by them of its business. 4.6 The Company will retain independent public accountants their respective obligations under the Transaction Documents; (iii) in relation to the Securities and creation thereof and (iii) for the purpose of recognized standing who shall certify making the Company's financial statements at the end of each fiscal yearTransaction Documents enforceable and admissible as evidence in any court, tribunal or before any authority in India. In the event any such Consent is rescinded, terminated, suspended, withheld or ceases to be in full force and effect, then the services Borrower(s) shall obtain a fresh Consent within 30 (Thirty) calendar days therefrom such that the effect of rescinding, termination, suspension or withholding is negated. (c) The Borrower(s) shall perform all of their respective obligations under the Transaction Documents shall ensure that all Transaction Documents valid and in full force and effect until the Final Settlement Date. (d) If required by the Lender, the Borrower(s) shall provide to the Lender and their nominees, access to its books of accounts/ audited/ unaudited financials, its bank account details and statements, its corporate documents / filings (including regulatory filings) and such other books and record of the independent public accountants so selectedBorrower(s); as and when required by the Lender. (e) The Borrower(s) acknowledge that the Lender shall have a right (exercisable in its absolute discretion) to by themselves or through agents, visit and inspect the premises of any of the Borrower(s) for verification from time to time, at the cost of the Borrower(s). (f) The Borrower(s) shall not, directly or indirectly, make or offer any payment, gift or other advantage which is intended to, or does, influence or reward any firm Person (whether or not they are in the public sector) for acting in breach of independent public accountants hereafter employed by the Company are terminatedan exception of good faith, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated impartiality or trust or otherwise performing their function improperly. (g) The Borrower(s) shall, from time to deliver time, share all information relating to the Investor a letter from such firm setting forth Facility, its nature and amount and the reasons for Securities created in relation thereto the termination of their services. In the event of such terminationFacility, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.with the’ Information

Positive Covenants. Until a Public Offering, The Fifth Issuer covenants and undertakes with the Company, on behalf Security Trustee for the benefit of itself and all of its subsidiaries, agrees the Fifth Issuer Secured Creditors as follows: 4.1 The Company shall maintain (a) at all times to carry on and preserve all of conduct its properties necessary or useful affairs in the a proper conduct of its business in good working order and condition efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to it; (b) give to the general practices Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to the generality of the foregoing the procurement by the Fifth Issuer of all such certificates called for by the Security Trustee pursuant to this Deed or any other corporations Transaction Document for the purpose of similar size the discharge or exercise of the duties, trusts, powers, authorities and character discretions vested in it under these presents or any other Transaction Document to which the Security Trustee is a party or by operation of law; (ordinary wear c) to cause to be prepared and tear excepted).certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements applicable to it for the time being; 4.2 The Company shall (d) at all times comply to keep or procure the keeping of proper books of account and records and allow the Security Trustee and any person or persons appointed by the Security Trustee to whom the Fifth Issuer shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in all material respects with writing provided that such inspection shall only be for the requirements purposes of all applicable lawscarrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Security Trustee carrying out its duties under this Deed; (e) to send to the Security Trustee a copy of every balance sheet, rulesprofit and loss account, regulations source and orders application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities (including Noteholders and shareholders in their capacity as such) or creditors of the Fifth Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Security Trustee of the occurrence of any court Fifth Issuer Note Event of Default, Potential Fifth Issuer Note Event of Default and/or service of a Fifth Issuer Note Acceleration Notice (such notice to be effective by the delivery of a copy of the Fifth Issuer Note Acceleration Notice to Security Trustee) immediately upon becoming aware thereof and without waiting for the Security Trustee to take any further action; (g) give to the Security Trustee (i) within fourteen days after demand by the Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or governmental departmentpublish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Fifth Issuer to the effect that as at a date not more than seven days before delivering such certificate (the CERTIFICATION DATE) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Fifth Issuer Note Event of Default (or if such then exists or existed, commission, board, bureau, agency or other instrumentality (domestic or foreignspecifying the same) and that during the terms period from and including the certification date of any indenturethe last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Fifth Issuer has complied, contract or to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other instrument Fifth Issuer Transaction Documents to which it may be is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Fifth Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under which and pursuant to this Deed and the other Fifth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fireunless such Taxes are, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies sole opinion of the Security Trustee, being contested in similar size good faith by the Fifth Issuer; (k) so far as permitted by law to enter into and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existencea group income election under Section 247 of the Income and Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of that Act and which are made under the Fifth Issuer Intercompany Loan Agreement by Funding 1 to the Fifth Issuer and ensure that no steps will be taken (whether by act, rights, omission or otherwise) which would reasonably be expected to lead to the revocation or invalidation of the aforementioned election; and franchises and all licenses and other rights immediately to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by notify the Security Trustee if it or any subsidiary and deemed by becomes aware that the Company aforementioned election ceases to be necessary in full force and effect or if circumstances arise, of which it is aware, which may result in that election ceasing to the conduct be in full force and effect; and (l) at all times maintain its "centre of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially main interests" as defined in the form approved by EU Insolvency Regulation (EC) No. 1346/2000 of 29th May 2000 (the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth REGULATION) in such proprietary information agreementEngland.

Positive Covenants. Until a Public OfferingThe Company covenants and agrees with the Offeror that, except as expressly contemplated or permitted by this Agreement or to the extent the Offeror has otherwise consented in writing, prior to the earlier of the Effective Time and the time this Agreement is terminated, the Company, on behalf of itself and all of its subsidiaries, agrees as followsCompany shall: 4.1 The Company (a) cooperate with the Offeror and take all reasonable action to support the Offer; (b) carry on its business and cause its Subsidiary to carry on its business only in, and not take any action except in, the ordinary course of business consistent with past practice and shall maintain and preserve all not otherwise authorize any capital expenditures in excess of its properties necessary $250,000 for any item or useful series of items constituting parts of a single item or $500,000 in the proper conduct of aggregate for the Company and its business in good working order Subsidiary taken as a whole for all such items; provided that the Company and condition its Subsidiary shall be authorized to make all capital expenditures in accordance with all commitments and contracts with third parties in existence at the general practices date hereof as disclosed in the Data Room Materials or pursuant to capital budgets of other corporations the Company or its Subsidiary approved by the Board of similar size Directors on or prior to the date hereof as disclosed in the Data Room Materials; provided, however, that the Company and character (ordinary wear and tear excepted)its Subsidiary shall not be restricted from making the Termination Payments or the payment described in section 1.6(c) . 4.2 The (c) confer on a regular basis with the Offeror with respect to operational matters and promptly advise the Offeror, orally and then promptly in writing, of any Material Adverse Change in respect of the Company and of any material governmental or third party complaints, investigations, or hearings (or communications indicating that the same may be contemplated); (d) use its commercially reasonable efforts to maintain the current insurance (or re-insurance) policies of it and its Subsidiary and not allow the same to be cancelled or terminated or any other coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (e) use, and cause its Subsidiary to use, its commercially reasonable efforts to preserve intact their respective business organizations, assets and goodwill, to maintain their mining leases, mining concessions, mining claims, exploration permits or prospecting permits or other property or proprietary interests or rights in good standing, to keep available the services of their respective officers and employees as a group and to maintain satisfactory relationships with governmental entities, suppliers, distributors, customers and others with whom they have business relationships and inform the Offeror orally and then promptly in writing if any officer submits a resignation; (f) subject to the provisions of section 3.4(b), furnish the Offeror with a copy of all information and reports (including financial statements, officer’s certificates, operating statements, reports of operations and operating plans) prepared by the Company and provided to directors and management of the Company after the date hereof; (g) as soon as reasonably practicable, send the notice to all holders of Options contemplated by section 1.5 herein and the Board of Directors shall take such actions as are required to cause such Options to terminate in accordance with section 1.5 herein; (h) not take any action or omit to take any action, or not permit the Subsidiary to take any action or omit to take any action, which would render, or which reasonably would be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time prior to the date of the Effective Time if then made; (i) continue to file all times documents or information required to be filed by the Company under applicable Securities Laws, in accordance with timelines prescribed under applicable Securities Laws and all such documents or information, when filed, shall comply as to form in all material respects with the requirements of all applicable laws, rules, regulations and orders Securities Laws; (j) make or cooperate as necessary in the preparation of any court exemption applications or governmental department, commission, board, bureau, agency or orders and any other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and documents deemed reasonably necessary by the Company or the Offeror, acting reasonably, to be necessary discharge their respective obligations under Applicable Laws in connection with the Offer or as required under Securities Laws in order to permit the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services making or consummation of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by Offer; and (k) provided the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors conditions of the Company Offer described in Schedule “B” have been satisfied or any committee thereofwaived, deliver the certificate of the chief executive officer and chief financial officer contemplated in paragraphs (h) and (i) of Schedule “B”. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingThe Company hereby warrants and undertakes that except for the transactions described herein or contemplated to be done hereunder or otherwise with the prior written consent of the Subscriber, it shall, to the Companyextent permitted by applicable laws and regulations and the Listing Rules, on behalf cause each of itself and the Group Companies at all of its subsidiaries, agrees as followstimes prior to Completion to: 4.1 The Company shall maintain and preserve all (A) Conduct of the business: (I) conduct its properties necessary or useful business in the proper conduct ordinary course and in a normal and prudent manner; (II) maintain the nature of its business in good working order and condition in accordance substantially the same as presently conducted unless business is diversified with the general practices prior written consent of other corporations of similar size and character the Subscriber; (ordinary wear and tear excepted). 4.2 The Company shall III) at all times comply in with the provisions of all material respects with the requirements of all applicable lawscontracts, rules, regulations agreements and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument leases to which it may be is a party or under which it or its properties may be bound.party, unless contested in good faith by appropriate proceedings; 4.3 The Company will (IV) keep its assets proper, true and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true correct records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation entered into; (V) take all necessary and appropriate actions to safeguard its business assets; (B) Compliance with laws and affairs in accordance with GAAP applied on a consistent basis.regulatory requirements: 4.5 The Company shall (I) maintain in full force and effect its corporate existence; (II) maintain in full force and effect all necessary licences (including statutory licences), rightspermits, consents and authorities (public and private) for the proper and effective carrying on of its business and in the manner in which such business is now carried on; (III) ensure compliance with all applicable laws and regulatory requirements in all material respects; (IV) duly observe all material requirements of governmental and regulatory authorities unless contested in good faith by appropriate proceedings; (C) Taxation and other charges: (I) promptly and timely prepare and file all reports and tax returns; (II) promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges, duties, levies or penalties imposed upon its income, profits, property or business, and franchises any other fees and all licenses charges required to maintain its existence and other rights to use patentsconduct its business in the ordinary course and in a normal and prudent manner, processes, licenses, trademarks, trade names, or copyrights owned or possessed unless contested in good faith by it or any subsidiary and deemed appropriate proceedings with the prior written consent of the Subscriber; (D) Personnel: unless otherwise directed by the Subscriber, use its best endeavours to procure that the key employees, officers and directors of each Group Company to be necessary as at the date of this Agreement remain and continue as employees after Completion; (E) Information available to the conduct of Subscriber: (I) as soon as reasonably practicable, notify the Subscriber of: (a) any material litigation, arbitration or administrative proceedings which are brought against it; (b) any occurrence, event or circumstance which could cause any material adverse change or prospective material adverse change in its business., financial condition, assets or operations; and 4.6 (II) as soon as reasonably practicable, provide any information pertaining to its financial, business and/or shareholding status as the Subscriber may reasonably require from time to time. The Company will retain independent public accountants notify the Subscriber of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed decision by the Company are terminated, Management Committee on material matters (as the Company Board may in its reasonable discretion determine) as soon as practicable after such decision is made and the Board and Management Committee will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons take full responsibility for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereofdecision made therein. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering, The Second Issuer covenants and undertakes with the Company, on behalf Security Trustee for the benefit of itself and all of its subsidiaries, agrees the Second Issuer Secured Creditors as follows: 4.1 The Company shall maintain (a) at all times to carry on and preserve all of conduct its properties necessary or useful affairs in the a proper conduct of its business in good working order and condition efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to it; (b) give to the general practices Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to the generality of the foregoing the procurement by the Second Issuer of all such certificates called for by the Security Trustee pursuant to this Deed or any other corporations Transaction Document for the purpose of similar size the discharge or exercise of the duties, trusts, powers, authorities and character discretions vested in it under these presents or any other Transaction Document to which the Security Trustee is a party or by operation of law; (ordinary wear c) to cause to be prepared and tear excepted).certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements applicable to it for the time being; 4.2 The Company shall (d) at all times comply to keep or procure the keeping of proper books of account and records and allow the Security Trustee and any person or persons appointed by the Security Trustee to whom the Second Issuer shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in all material respects with writing provided that such inspection shall only be for the requirements purposes of all applicable lawscarrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Security Trustee carrying out its duties under this Deed; (e) to send to the Security Trustee a copy of every balance sheet, rulesprofit and loss account, regulations source and orders application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities (including Noteholders and shareholders in their capacity as such) or creditors of the Second Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Security Trustee of the occurrence of any court Second Issuer Note Event of Default, Potential Second Issuer Note Event of Default and/or service of a Second Issuer Note Acceleration Notice (which has not been served by the Security Trustee) (such notice to be effective by the delivery of a copy of the Second Issuer Note Acceleration Notice to Security Trustee) immediately upon becoming aware thereof and without waiting for the Security Trustee to take any further action; (g) give to the Security Trustee (i) within fourteen days after demand by the Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or governmental departmentpublish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Second Issuer to the effect that as at a date not more than seven days before delivering such certificate (the "certification date") there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Second Issuer Note Event of Default (or if such then exists or existed, commission, board, bureau, agency or other instrumentality (domestic or foreignspecifying the same) and that during the terms period from and including the certification date of any indenturethe last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Second Issuer has complied, contract or to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other instrument Second Issuer Transaction Documents to which it may be is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Second Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under which and pursuant to this Deed and the other Second Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fireunless such Taxes are, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies sole opinion of the Security Trustee, being contested in similar size good faith by the Second Issuer; and (k) so far as permitted by law to enter into and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existencea group income election under Section 247 of the Income and Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of that Act and which are made under the Second Issuer Intercompany Loan Agreement by Funding 1 to the Second Issuer and ensure that no steps will be taken (whether by act, rights, omission or otherwise) which would reasonably be expected to lead to the revocation or invalidation of the aforementioned election; and franchises and all licenses and other rights immediately to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by notify the Security Trustee if it or any subsidiary and deemed by becomes aware that the Company aforementioned election ceases to be necessary in full force and effect or if circumstances arise, of which it is aware, which may result in that election ceasing to the conduct of its businessbe in full force and effect. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering, the Company, on behalf of itself and all of its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance Borrower hereby expressly covenants with the general practices of other corporations of similar size Bank that the Borrower shall and character (ordinary wear and tear excepted). 4.2 The Company shall also ensure that the Security Party shall, at all times comply during the continuance of this Agreement and/or the Security Documents and the Charge:- (i) let or shall cause to let the Bank have the custody or possession of the issue document(s) of title/strata title(s) to the Property so long as this Agreement shall remain enforceable and the parties hereby agree that insofar as the law shall permit, the application of Section 244(2) of the National Land Code shall be restricted to instances where the production of any document is required for purposes of any action or matter initiated or instituted by the Government or any governmental authority department or officer and not where such document is required for any purpose or to effect any transaction conducted or initiated by the Borrower or the Security Party AND nothing contained or expressed in the said Section 244(2) shall be construed as or deemed to be consent by the Bank; (ii) be responsible for and pay to the Government or any local or other authority all material respects existing current and future charges dues and outgoings whatsoever whether by way of fines premia assessments rates quit rent, taxes, outgoings or any other charges fees or impositions whatsoever and howsoever which are now or any time hereafter be payable in respect of the Property or in connection with the requirements of all applicable laws, rules, regulations and orders issue of any court document of title or governmental department, commission, board, bureau, agency strata title to the Property and produce to the Bank the receipts for all such payments as aforesaid. In default whereof it shall be lawful for but not obligatory upon the Bank to pay the same or any part thereof and all monies expended by the Bank together with interest thereon at the rates calculated and charged herein by the Bank from the date of such payments by the Bank shall be recoverable from the Borrower and paid on demand being made by the Bank; (iii) indemnify the Bank against all claims demands actions fines penalties and legal proceedings whatsoever made against or charged or imposed upon the Bank by the Government or any local or other instrumentality authority or any person or body or corporation whatsoever arising from or in connection with any act or omission done or omitted to be done by any person whomsoever in or on or in respect of or pertaining to the Property; (domestic iv) during the term of this Agreement keep any building and structure now standing or foreign) which may hereafter be erected on the Property and all fittings and fixtures therein and hereby charged in good and tenantable repair and condition and comply or cause to comply with all notices or orders served on the terms Borrower by any competent authorities in respect of any indenture, contract repairs sanitary installation sewerage road-making or other instrument otherwise. The Borrower will or cause to which it may be a party or under which it permit the Bank or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of agents at all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services reasonable times of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it day to enter into or upon the Property and all buildings thereon to examine the state and condition thereof and will forthwith repair and make good all defects and wants or reparation of which a proprietary information agreement substantially notice in writing shall be given to the form approved Borrower by the Board Bank. In default whereof it shall be lawful for but not obligatory upon the Bank to enter upon the Property hereby charged from time to time with or without workmen, servants and agents in order to repair and keep in repair the said building, structure or fixture without becoming liable as chargee in possession and all monies expended by the Bank with interest thereon shall be repaid by the Borrower on receipt of Directors; provided, however, that this covenant a notice demanding such expenses and such expenses until it is repaid shall not apply to any person who, by virtue of applicable law, is subject to be a debt due and the same restrictions as those set forth in such proprietary information agreement.Borrower shall pay interest at the Prescribed Rate for the time being payable hereunder;

Positive Covenants. Until a Public OfferingThe Borrower covenants and undertakes that, so long as the CompanyLoan shall remain outstanding, on behalf and until the full and final payment of itself all money owing hereunder and under the Loan, it will, unless the Financier waives compliance in writing: (a) Utilize the Loan only for the purpose stated by it to the Financier, and for no other purpose whatsoever; (b) Pay the Loan and interest thereon and all of its subsidiariesmonies owing to the Financier hereunder and there under, agrees as follows:according to the terms hereof and thereof; 4.1 The Company shall (c) Create, perfect and maintain the Security and preserve take any and all of its properties necessary actions that may be required for the same, whether or useful in not so instructed by the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted)Financier. 4.2 The Company shall at (d) Maintain its corporate existence or legal entity status under law as applicable, and all times rights and privileges enjoyed by it and obtain and comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of and do all that is necessary to maintain in full force and effect, all authorizations, approvals, licenses and consents required to enable it to lawfully carry on its business and affairs; (e) Obtain and comply with the terms of, and do all that is necessary to maintain in full force and effect, all authorizations, approvals, licenses and consents required to enable it to enter into and perform its obligations under this Agreement and in respect of the Loan, and to ensure the legality, validity, enforceability and admissibility in evidence of this Agreement; (f) Promptly inform the Financier of any indenturematerial litigation, contract arbitration or other instrument to proceedings which affect the Borrower, forthwith upon the same being instituted or threatened by any person whatsoever including if making a claim for money against the Borrower, or enforcing against the Borrower any guarantee or indemnity given by the Borrower; (g) Promptly inform the Financier of any occurrence, event or incident of which it may be a party becomes aware which might adversely affect the Borrower or affect its ability to perform its obligations under which it this Agreement and/or in respect of the Loan; (h) Promptly inform the Financier of the occurrence of any Event of Default or its properties may be bound. 4.3 The Company will keep its assets of the occurrence of an event which, with the passage of time or the giving of notice would become an Event of Default, and those also, where applicable, of its subsidiaries insured the steps being taken to remedy the same, and will, from time to time, if so requested by financially sound and reputable insurers against loss or damage by firethe Financier, extended coverage, explosion and other hazards, risks and liabilities confirm to the extent Financier in writing that save as otherwise stated in such information, no default has occurred and/or is continuing; (i) Pay regularly all taxes, assessments, dues, duties, levies and in the amount customary for companies in similar size impositions as may, from time to time, be payable to any government or statutory or regulatory body or authority; (j) Maintain insurances on and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance assets and properties with GAAP applied an insurance company / companies against such risks and to such extent as is usual and appropriately prudent for companies carrying on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed the business such as that carried on by the Company Borrower; (k) Deliver to the Financier in form and detail satisfactory to the Financier and in such number of copies as the (l) Perform, on request of the Financier, such acts as may be necessary to carry out the conduct intent of its business. 4.6 The Company will retain independent public accountants this Agreement. Promptly inform the Financier of recognized standing who shall certify the Company's financial statements at the end any distress or other process of each fiscal year. In the event the services court being taken against any of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.Borrower’s premises and/or property and/or assets;

Positive Covenants. Until a Public Offering, the Company, on behalf of itself and all of its subsidiaries, agrees as follows(A) The Borrower shall: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall i) at all times comply in retain good title to the Shares free from any Encumbrance whatsoever (save for any rights or Encumbrances which may be granted to the Bank); (ii) from time to time at the request of the Bank, provide the Bank with such information about the Borrower or the Shares as the Bank may require; (iii) procure that its obligations under this Agreement do and will rank at least pari passu with all material respects with its other present and future unsecured indebtedness, except for obligations which are mandatorily preferred by law; (iv) from time to time at the requirements Bank's request do or procure the doing of all applicable lawssuch things (including, ruleswithout limitation, regulations the execution of all such documents in form and orders substance satisfactory to the Bank) as are necessary for giving full effect to this Agreement, the Share Charge, the Novation Agreement and the security interests in respect of any court or governmental departmentthe Shares granted in favour of the Bank as contemplated herein and therein; (v) obtain, commission, board, bureau, agency or other instrumentality (domestic or foreign) and comply with the terms of any indenture, contract or other instrument and do all that is necessary to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect all authorisations, approvals, licences and consents required in or by all applicable laws and regulations to enable the Borrower lawfully to enter into and perform its corporate existenceobligations under this Agreement, rightsthe Share Charge and the Novation Agreement; and (vi) promptly notify the Bank of the occurrence of any of the events specified in Clause 17 ("Events of Default"). (B) The Borrower covenants with the Bank to ensure that the Value of the Shares shall at any given date from the date hereof to and including the Maturity Date exceed 165% of the Sterling Amount of the Outstandings as at such date. (C) If at any time the provisions of Clause 15(B) are not for the time being complied with, the Borrower shall, immediately after the Bank shall have notified it of that fact and franchises and as the Bank may in its absolute discretion decide:- (i) repay all licenses and other rights or part of the Outstandings as the Bank may require; and/or (ii) provide the Bank with such additional security as the Bank may agree. such that the aggregate of the amounts so repaid and/or the value of the assets over which security is created is sufficient to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by ensure that the Company to be necessary requirements of Clause 15(B) are met. (D) Without prejudice to the conduct provisions of its business. 4.6 The Company will retain independent public accountants Clause 15(C), if at any time the provisions of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company Clause 15(B) are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons not for the termination of their services. In time being complied with the event of Bank shall have the right at such terminationtime, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its without prior notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors Borrower, to enforce its security in respect of the Company or any committee thereofShares in accordance with the terms of the Share Charge. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingThe Chargor hereby expressly covenants with the Chargee that the Chargor will at all times during the continuance of this Charge: - (a) keep all structures or fixtures now or at any time hereafter erected on or affixed to the Property in tenantable repair and condition. In default whereof it shall be lawful for but not obligatory upon the Chargee to carry out such repairs and if the Chargee shall carry out such repairs, the Companycosts and expenses thereof shall be for the account of the Chargor; (b) the Chargee shall be at liberty to employ a visiting agent or agents or any other person or persons from time to time to enter into and inspect the Property and into any building or structure now or at any time hereafter erected thereon and may have access to any fixture thereon and to view and inspect the condition of repair thereof and to make a report thereon at the cost and expense of the Chargee provided however that if the Chargee should enter and repair the same, it shall not be liable as a Chargee in possession; (c) comply with and observe all the conditions restrictions and category of use, express or implied, imposed upon, relating to, or affecting the Property or to which the Property is subject as well as the provisions of any Act of Parliament ordinance or enactment for the time being in force and of any rule or order made thereunder affecting the same; (d) pay the quit rent, assessment, rates, taxes, service charges and all outgoing whatsoever payable from time to time in respect of the Property as and when the same shall become due and payable. In default it shall be lawful for but not obligatory upon the Chargee to pay the same or any part thereof and upon such payments by the Chargee all sums so paid shall be for the account of the Chargor; (e) inform the Chargee of any application, demand, notice, order whatsoever, or any other notice, document or transaction in any way affecting or concerning the Property or any part thereof forthwith upon its issue, publication or service (time being of the essence in respect thereof) and produce the same to the Chargee whether demanded or not and the Chargee shall do all acts and take all steps necessary or expedient to safeguard and preserve the Property or any part thereof or the right, title or ownership thereto and the Chargee may if it thinks fit and on behalf of itself and all of its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct name and at the expense of its business the Chargor do all such acts and employ all such persons as the Chargee shall deem fit for the purpose of safeguarding and preserving the Property; (f) give full particulars in good working writing within seven (7) days to the Chargee upon receipt of any notice or proposal for a notice or order or proposal for an order given or issued or made to the Chargor in respect of the Property or any part thereof by or on behalf of any planning local government, public health, sanitary, housing or other authority and if so required by the Chargee produce such notice to the Chargee and also shall without delay and within the period prescribed by such notice take all reasonable and necessary steps to comply with the provisions of such notice or order and condition in accordance also may on the Chargor’s own accord or shall at the request of the Chargee and at the Chargor’s cost make or join with the general practices Chargee in making such objections or representation against or for in respect of other corporations such proposal or such notice or order as the Chargee shall deem expedient; (g) observe and perform all the terms and conditions contained in the Security Documents and on the part of similar size the Chargor to be observed and character (ordinary wear performed and tear excepted). 4.2 The Company in addition thereto any condition and covenant binding upon the Property and not to do or omit to do any act matter or thing on or in respect of the Property which shall contravene the provisions of the Security Documents or of any act, ordinance, enactment, order, rule or regulation now or hereafter affecting the same and at all times comply hereafter indemnify and keep indemnified the Chargee against all actions proceedings costs expenses claims and demands in all material respects with respect of such act matter or thing done omitted or suffered to be done in contravention of the requirements said provisions; (h) unconditionally agrees, whenever required by the Chargee, to have the Property valued by such registered valuers as may be appointed by the Chargee for the purpose of all applicable lawsdetermining the current value of the Property; (i) on receipt of a notice in writing from the Chargee that in the opinion of the Chargee any user by the Chargor of the Property or any part thereof or any building thereon whether by reason of over- crowding or for any other reason whatsoever is calculated to affect adversely the security of the Chargee discontinue such user forthwith; (j) in addition to and not in derogation of the agreements and stipulations implied, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) the obligations imposed and the terms rights created by law, custom and this Charge, the Chargor expressly agrees covenants and undertakes during the term of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company this security the Chargor will keep the Property clean, weeded and free from any undergrowth, in default whereof it shall be lawful for but not obligatory upon the Chargee to employ labourers, or workmen, for the purpose of keeping the Property clean weeded and free from any undergrowth PROVIDED ALWAYS that nothing in this clause contained and no act of the Chargee its assets and those servants or agents done in pursuance of its subsidiaries insured by financially sound and reputable insurers against loss the provisions of this clause shall render the Chargee liable as a chargee in possession; (k) let the Chargee have the custody or damage by fire, extended coverage, explosion and other hazards, risks and liabilities possession of the issue document of title/strata title to the extent Property so long as this Charge shall remain undischarged; (l) shall observe and perform all the terms and conditions contained in the amount customary for companies in similar size and similar businessesSecurity Documents. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingThe Chargor hereby expressly covenants with the Chargee that the Chargor will at all times during the continuance of this Charge:- (a) keep all structures or fixtures now or at any time hereafter erected on or affixed to the Property in tenantable repair and condition. In default whereof it shall be lawful for but not obligatory upon the Chargee to carry out such repairs and if the Chargee shall carry out such repairs, the Companycosts and expenses thereof shall be for the account of the Chargor; (b) permit the Chargee and its agents and workmen at all reasonable times of the day to enter upon the Property and have access to any fixture thereon and to view and inspect the condition or repair thereof; (c) comply with and observe all the conditions restrictions and category of use, express or implied, imposed upon, relating to, or affecting the Property or to which the Property is subject as well as the provisions of any Act of Parliament ordinance or enactment for the time being in force and of any rule or order made thereunder affecting the same; (d) pay the quit rent, assessment, rates, taxes, service charges and all outgoing whatsoever payable from time to time in respect of the Property as and when the same shall become due and payable. In default it shall be lawful for but not obligatory upon the Chargee to pay the same or any part thereof and upon such payments by the Chargee all sums so paid shall be for the account of the Chargor; (e) inform the Chargee of any application, demand, notice, order whatsoever, or any other notice, document or transaction in any way affecting or concerning the Property or any part thereof forthwith upon its issue, publication or service (time being of the essence in respect thereof) and produce the same to the Chargee whether demanded or not and the Chargee shall do all acts and take all steps necessary or expedient to safeguard and preserve the Property or any part thereof or the right, title or ownership thereto and the Chargee may if it thinks fit and on behalf of itself or in the name and at the expense of the Chargor do all such acts and employ all such persons as the Chargee shall deem fit for the purpose of its subsidiariessafeguarding and preserving the Property; (f) give full particulars in writing within seven (7) days to the Chargee upon receipt of any notice or proposal for a notice or order or proposal for an order given or issued or made to the Chargor in respect of the Property or any part thereof by or on behalf of any planning local government, public health, sanitary, housing or other authority and if so required by the Chargee produce such notice to the Chargee and also shall without delay and within the period prescribed by such notice take all reasonable and necessary steps to comply with the provisions of such notice or order and also may on the Chargor’s own accord or shall at the request of the Chargee and at the Chargor’s cost make or join with the Chargee in making such objections or representation against or for in respect of such proposal or such notice or order as the Chargee shall deem expedient; (g) observe and perform all the terms and conditions contained in this Charge and on the part of the Chargor to be observed and performed and in addition thereto any condition and covenant binding upon the Property and not to do or omit to do any act matter or thing on or in respect of the Property which shall contravene the provisions of this Charge or of any act, ordinance, enactment, order, rule or regulation now or hereafter affecting the same and at all times hereafter indemnify and keep indemnified the Chargee against all actions proceedings costs expenses claims and demands in respect of such act matter or thing done omitted or suffered to be done in contravention of the said provisions; (h) unconditionally agrees, whenever required by the Chargee, to have the Property valued by such registered valuers as may be appointed by the Chargee for the purpose of determining the current value of the Property and to pay all costs and fees in connection therewith; (i) on receipt of a notice in writing from the Chargee that in the opinion of the Chargee any user by the Chargor of the Property or any part thereof or any building thereon whether by reason of over-crowding or for any other reason whatsoever is calculated to affect adversely the security of the Chargee discontinue such user forthwith; (j) in addition to and not in derogation of the agreements and stipulations implied, the obligations imposed and the rights created by law, custom and this Charge, the Chargor expressly agrees as follows:covenants and undertakes where applicable the following:- 4.1 The Company shall (i) during the term of this security the Chargor will continue to maintain and preserve all cultivate the Property in a proper and workmanlike manner and following the methods of its properties necessary or useful in good husbandry and until this Charge be fully satisfied and discharged the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company Chargee shall at all reasonable times comply in all material respects with be at liberty to enter upon the requirements Property to view and inspect the state of all applicable laws, rules, regulations and orders of any court maintenance or governmental department, commission, board, bureau, agency cultivation; (ii) the Chargee shall be at liberty to employ a visiting agent or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it agents or any subsidiary and deemed by the Company other person or persons from time to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it time to enter into and inspect the Property and into any building or structure now or at any time hereafter erected thereon and may have access to any fixture thereon and to view and inspect the condition of repair thereof and to make a proprietary information agreement substantially in report thereon at the form approved by cost and expense of the Board of Directors; providedChargor provided however that if the Chargee should enter and repair the same, however, that this covenant it shall not apply be liable as a Chargee in possession; (iii) during the term of this security the Chargor will keep the Property clean, weeded and free from any undergrowth, in default whereof it shall be lawful for but not obligatory upon the Chargee to employ labourers, or workmen, for the purpose of keeping the Property clean weeded and free from any person who, by virtue undergrowth PROVIDED ALWAYS that nothing in this clause contained and no act of applicable law, is subject the Chargee its servants or agents done in pursuance of the provisions of this clause shall render the Chargee liable as a chargee in possession; (k) let the Chargee have the custody or possession of the issue document of title/strata title to the same restrictions Property so long as those set forth this Charge shall remain undischarged; (l) shall observe and perform all the terms and conditions contained in such proprietary information agreementthis Charge.

Positive Covenants. Until a Public OfferingSo long as any Notes are outstanding and except as otherwise permitted by the terms hereof, the CompanyIssuer covenants and agrees with the Trustee for the benefit of the Noteholders: (a) to duly and punctually pay or cause to be paid to every Noteholder the principal, interest or Premium, if any, on behalf the dates and at the places and in the manner specified herein and in such Notes; (b) to appoint a Trustee whenever necessary to avoid or fill a vacancy in the office of itself Trustee so that there shall at all times be a Trustee hereunder; (c) to pay to the Trustee from time to time reasonable remuneration for its services hereunder, and pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its third-party counsel and all of other third-party advisers and assistants not regularly in its subsidiariesemploy after obtaining consent or consulting with the Issuer in advance), agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition each case in accordance with the general practices engagement agreement, and the fee schedule negotiated from time to time, between the Issuer and the Trustee, both before any default hereunder and thereafter until all duties of other corporations of similar size the Trustee under the trusts hereof shall be finally and character (ordinary wear fully performed, except any such expense, disbursement or advance as may arise from its negligence or wilful misconduct, and tear excepted). 4.2 The Company after default, all amounts so payable shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders be payable out of any court funds coming into the possession of the Trustee or governmental departmentits successors in the trusts hereunder in priority to any payment of the principal, commissioninterest or Premium on, boardor sinking fund, bureauwith respect to the Notes and any amount due under this provision and unpaid 30 days after request for such payment shall bear interest from the expiration of such 30 day period at a rate per annum equal to the Prime Rate, agency or other instrumentality payable on demand; (domestic or foreignd) and the terms on becoming aware, at any time, of any indentureEvent of Default, contract or other instrument to which it may be a party or under which it or its properties may be bound.promptly notify the Trustee in writing; 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities (e) furnish to the extent Trustee copies of consolidated financial statements, whether annual or interim, of the Issuer and in any report of the amount customary for companies in similar size Auditors thereon at the same time as such financial statements are filed with securities regulatory authorities (provided that the filing of the Issuer’s financial statements, whether annual or interim and similar businesses. 4.4 The Company will keep true records and books any report of account in which full, true, and materially correct entries will be made of all dealings the Auditors thereon on SEDAR or transactions in relation to its business and affairs XXXXX in accordance with GAAP applied on a consistent basis.applicable securities laws shall satisfy the Issuer’s obligation to furnish the Trustee with copies of same); 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at (f) within 90 days after the end of each fiscal yearyear of the Issuer, and at any other time upon reasonable request by the Trustee, furnish the Trustee with an Officer’s Certificate of the Chief Financial Officer of the Issuer stating that, to the knowledge of the Chief Financial Officer, the Issuer has complied with all covenants, conditions or other requirements contained in this Indenture, the non-compliance with which would, with notification or with the lapse of time or otherwise, constitute an Event of Default hereunder, or, if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply, the period of existence thereof and the action the Issuer is taking with respect thereto; and (g) so long as any Notes remain outstanding, the Issuer shall not request DBRS to withdraw its rating of the Notes. In the event the services that DBRS withdraws its rating of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminatedNotes, the Company Issuer will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated use commercially reasonable efforts to deliver obtain a credit rating from another credit rating agency acceptable to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such terminationTrustee, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereofacting reasonably. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until The Subsidiary and the Company covenant and agree with the Investor that, at all times during the currency of this Debenture: (a) the Subsidiary will pay the principal sum, interest and all other monies required to be paid to the Investor pursuant to this Debenture in the manner set forth herein, (b) each of the Companies will duly observe and perform each and every of its covenants and agreements set forth in this Debenture and the Subscription Agreement, (c) each of the Companies will forthwith upon becoming aware of the occurrence of an Event of Default, provide the Investor with immediate notice thereof, (d) they will pay on demand any and all reasonable costs, charges and expenses, including any legal costs incurred by the Investor on the basis as between a Public Offeringsolicitor and his own client, of and incidental to: (i) any matter which either of the Companies asks the Investor to consider in connection with this Debenture after the grant of this Debenture, (ii) the Investor’s performance of any covenant in this Debenture, (iii) any default by either of the Companies, and (iv) any steps or proceedings taken under this Debenture or otherwise by reason of non-payment or procuring payment of the monies payable under this Debenture, and all such costs, charges and expenses will bear interest at the rate aforesaid from the date of the Investor incurring or being charged the same, (e) the Subsidiary will pay all reasonable expenses of any nominee of the Investor appointed or elected to the board of directors of NMLP reasonably incurred in attending at meetings of the board of directors or any committees thereof, provided NMLP fails to otherwise pay such expenses, (f) in the event the Investor elects at any time not to have a nominee on the board of directors of NMLP, the Company, on behalf of itself and all of its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve cause NMLP to give notice to the Investor of all meetings of its properties necessary or useful the board of directors of NMLP to permit a representative of the Investor to attend any Board meetings of NMLP as an observer. The reasonable expenses of the observer will be paid in the proper conduct same manner as the expenses of its business in good working order and condition the Investor’s nominee on the board of directors of NMLP, (g) they will, if so requested by the Investor, take all necessary steps to indemnify the Investor’s nominee director in accordance with the general practices provisions of other corporations the laws of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) China and the terms constating documents of any indentureNMLP, (h) they will, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The mail quarterly unaudited consolidated financial statements of the Company will keep its assets and those quarterly unaudited financial statements of its subsidiaries insured by financially sound each of the Subsidiary and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities NMLP to the extent and in Investor within 45 days after the amount customary for companies in similar size and similar businesses.end of each fiscal quarter, 4.4 The Company will keep true records and books (i) they will, mail annual audited consolidated financial statements of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary and annual audited financial statements of each of the Subsidiary and NMLP to the conduct Investor within 90 days of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In , (j) they will, mail copies of all reports, financial statements and any other documents sent to the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver Company’s shareholders to the Investor on a letter from such firm setting forth timely basis, (k) they will, mail a copy of the reasons annual budget, together with management’s discussion and analysis for NMLP, within 15 days of approval by the termination board of their services. In directors of NMLP, (l) they will, provide any other financial information relating to the event of such termination, Companies and NMLP reasonably requested by the Company Investor, (m) they will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to inform the Investor of the Company shall state whether full particulars if a material change (actual, anticipated or threatened) or any change in a material fact occurs in the change of accountants was recommended or approved by the Board of Directors affairs of the Company or any committee thereofof its subsidiaries, (n) each of the Companies and NMLP will maintain proper records and books of account, (o) each of the Companies and NMLP will maintain its corporate existence, (p) the Company and each of its subsidiaries will, keep in good standing all requisite licences, approvals, consents and authorizations necessary to enable the Company and its subsidiaries to conduct operations, (q) they will promptly provide the Investor with written notice of material litigation, and (r) the Subsidiary will apply the Advanced Funds to general working capital for the Subsidiary and to advance the interests of the Subsidiary and its affiliates in Asia. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until termination of this Agreement and the indefeasible payment and satisfaction of all Obligations hereunder, each Borrower 5183878 v13 agrees that, without the prior written consent of the Agent and the Lenders, such Borrower shall perform the following covenants: (a) each Borrower agrees to maintain, and shall cause each of its Restricted Subsidiaries to maintain, books and records in accordance with GAAP, including, all books and records with respect to the Collateral owned by such Borrower or Restricted Subsidiary. Each Borrower shall permit the Agent or its agents, and any of the Lenders who may wish to accompany the Agent, following a Public Offeringrequest by the Agent on not less than 1 Business Day’s notice, to enter upon the premises of such Borrower or any of its Restricted Subsidiaries, and any other premises where the Collateral owned by such Borrower or Restricted Subsidiary may be located, at any time during normal business hours for the purpose of inspecting such Collateral and any and all records pertaining thereto. Each Borrower agrees to provide, and shall cause each of its Restricted Subsidiaries to provide, the CompanyAgent with 30 days prior written notice of any change to the information set forth in Schedule 7.1(o) and at the request of the Agent, on behalf of itself shall provide to the Agent (i) landlord waivers satisfactory to the Agent with respect to any new Collateral locations leased by such Borrower or Restricted Subsidiary, (ii) Blocked Account Agreements with respect to any new Bank Accounts established by such Borrower or Restricted Subsidiary; and (iii) any and all documents and agreements requested by the Agent to confirm the continuation and preservation of all security interests, liens and hypothecs granted to the Agent and/or the Lenders under any Loan Document. Each Borrower also, upon the occurrence of a Default or an Event of Default that is continuing, consents (and shall cause each of its subsidiariesRestricted Subsidiaries to consent) to the Agent contacting any third parties the Agent may reasonably require from time to time, including, without limitation, the CRA for purposes of verifying the state of the Collateral owned by such Borrower or Restricted Subsidiary and the tax position of such Borrower or Restricted Subsidiary and agrees as follows: 4.1 The Company shall maintain to execute and preserve all deliver, and to cause each of its properties necessary Restricted Subsidiaries to execute and deliver, a CRA business consent form in respect thereof; (b) each Borrower shall, and shall cause each of the other Credit Parties to make, or useful in cause to be made, all contributions or other payments required to be made to the proper conduct of its business in good working order and condition Canadian Pension Plans under applicable Laws in accordance with the general practices terms thereof when due; (c) each Borrower agrees to execute and deliver to the Agent, from time to time, solely for the Agent’s convenience in maintaining a record of other corporations the Collateral, such written statements, reports and schedules as the Agent 5183878 v13 may reasonably require, designating, quantifying, qualifying, identifying or describing the Collateral. Each Borrower’s failure, however, to promptly give the Agent such statements, reports or schedules shall not in any way be deemed to affect, diminish, modify or otherwise limit the Agent’s and/or the Lenders’ security interests or liens and hypothecs on the Collateral; (d) each Borrower agrees to comply, and to cause each of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects its Restricted Subsidiaries to comply, with the requirements of all applicable lawsLaws in order to grant to the Agent a valid and perfected first security interest, ruleslien in and hypothec on the Collateral owned by such Borrower or Restricted Subsidiary, regulations subject only to the Permitted Liens. The Agent is hereby authorized by each Borrower for and orders on behalf of itself and its Restricted Subsidiaries to file (including pursuant to the applicable terms of the PPSA and with the Register of Personal and Moveable Real Rights) from time to time any financing statements, continuations or amendments covering the Collateral owned by such Borrower or its Restricted Subsidiaries whether or not a signature of such Borrower or its Restricted Subsidiaries appears thereon. Each Borrower on behalf of itself and its Restricted Subsidiaries hereby consents to and ratifies any and all execution and/or filing of financing statements (or registration documents of similar import) on, prior to or following the Closing Date by the Agent. Each Borrower agrees to do, and to cause each of its Restricted Subsidiaries to do, whatever the Agent may reasonably request, from time to time, by way of (a) filing notices of Liens, financing statements (or registration documents of similar import), amendments, renewals and continuations thereof; (b) cooperating with the Agent’s agents, representatives, advisors and employees; (c) keeping records of the Collateral owned by such Borrower or Restricted Subsidiary ; (d) transferring proceeds of any court or governmental departmentsuch Collateral to the Agent’s possession upon an Event of Default which is continuing; and (e) performing such further acts as the Agent and/or the Lenders may reasonably require in order to effect the purposes of this Agreement; (e) each Borrower agrees to maintain comprehensive/umbrella, commission, board, bureau, agency or other instrumentality (domestic or foreign) property and casualty insurance and business interruption insurance on its and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its Restricted Subsidiaries’ assets and those business under such policies of its subsidiaries insured by financially sound insurance, with such insurance companies, in such reasonable amounts and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, covering such insurable risks and liabilities as are at all times reasonably satisfactory to the extent and in Agent. All policies covering the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which fullassets are, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth rights of any holders of Permitted Liens holding claims senior to the Agent, to be made payable to the Agent, on behalf of the Lenders, in such proprietary information agreement.case of loss, under a standard non-contributory 5183878 v13

Positive Covenants. Until a Public Offering2.1 Debtor covenants and agrees that until full and final payment of all indebtedness of the Loan shall have been made, it will, unless Lender waives compliance in writing: a. Promptly pay when due any notes evidencing the Loan. b. If all or any part of the property secured by the Security Agreement is sold or transferred without Lender’s prior written consent, Lender may, at its option, require immediate payment in full of all sums secured thereby; provided, however, the CompanyDebtor may, without the prior written consent of Lender, sell, offer to sell, lease, offer to lease, remove from the premises of the Business or otherwise transfer any interest therein of the Business’ furniture or furnishings in the ordinary course of the business of Business so long as same is replaced or exchanged for same of equal or greater value. c. Not waste or destroy the Collateral or any part thereof and will not use the Collateral in violation of any statute or ordinance. Lender may examine and inspect the Collateral at any time, wherever located with reasonable notice to the Debtor. d. Pay, on behalf or before their due dates, all taxes, assessments, levies, and charges upon or against the Collateral in which Lender is granted a security interest herein. e. Keep the Collateral free from all liens, other than in favor of itself and all Lender until the Loan shall have been repaid in full. f. Will not (i) permit any liens or security interests (other than Lender’s security interest) to attach to any of its subsidiariesthe Collateral (other than as specifically described herein); (ii) permit any of the Collateral to be levied upon under any legal process; (iii) dispose of any of the Collateral without the prior written consent of Lender subject to (b) above (except for minor modifications not exceeding $10,000.00, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct ordinary course of its business business); or (iv) permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded by this Agreement. g. Will immediately notify Lender in good working order the event Debtor receives notification of any type whatsoever from the City of Anaheim or any other governmental entity which makes allegations against Debtor that may result in the loss and/or suspension of the License issued by the City of Anaheim pursuant to Anaheim City Code, Title 18-18-54 and/or loss or suspension of Debtor’s right to operate the Business and condition Debtor will defend, indemnify, and hold harmless Lender from and against from and against any expenses, including reasonable attorneys’ fees incurred in accordance connection with the general practices defense of other corporations an indemnifiable claim and those incurred in connection with the enforcement of similar size this provision, caused by, or resulting from or in any way arising out of such notification. Kdills/vcg/imperial/security agreement.doc 6/30/08 - MAG - V. 2 2 Page Initialed: GS, MO h. Upon default, as set forth herein, Debtor will consent to the transfer of the License issued by the City of Anaheim pursuant to Anaheim City Code, Title 18-18-54 i. Will not permit any change whatsoever in the membership units of the Debtor pledged hereunder, including but not limited to, changes in ownership, splits, issuance of additional units, options or warrants, and character (ordinary wear and tear excepted). 4.2 The Company shall will maintain the Business as a separate entity at all times comply until full and final payment of the Loan shall have been made, unless Lender waives compliance in writing: j. Procure and maintain, and pay all material respects with premiums, fees and charges for the requirements purpose of all applicable laws, rules, regulations procuring and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality maintaining continuously: (domestic or foreigni) and insurance on the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers Collateral against loss or damage by firefire or other casualty with endorsements providing what is commonly known as all risk fire and extended coverage (but not including flood or earthquake coverage), extended coveragevandalism and malicious mischief insurance, explosion in an amount equal to the full replacement cost thereof; and (ii) general liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000.00) for any bodily injury or property damage, with a deductible that is consistent with Debtor’s insurance practices. Lender may procure and maintain general liability insurance. All property, casualty and other hazardspolicies of insurance referred to in this Agreement may include the other parties, risks and liabilities as their interest may appear, as additional insureds, shall insure such party against liability arising out of the other party’s negligence or, to the extent typically covered by a standard policy of commercial general liability insurance, the negligence of any other person, firm or corporation and in the amount customary contain a contractual liability endorsement for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed liabilities assumed by the Company other parties under this Agreement. All policies procured hereunder shall be on standard policy forms issued by insurers of recognized responsibility, rated APlusXII or better by Best’s Insurance Rating Service, qualified to do business in California. A certificate of such insurance shall be necessary delivered to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver other party prior to the Investor a letter from Agreement and thereafter not less than fifteen (15) days after the expiration thereof and shall provide that such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its policy may not be cancelled or modified except upon not less than thirty (30) days written notice to the Investor the Company shall state whether the change other. Any insurance required or permitted to be carried pursuant to this paragraph may be carried under a policy or policies covering other liabilities and locations of accountants was recommended Lender or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of DirectorsDebtor; provided, however, that this covenant such policy or policies shall not apply to any person who, by virtue of applicable law, is subject the property required to the same restrictions be insured as those set forth above and, with respect to Lender, in such proprietary information agreementan amount not less than the amount of insurance required to be carried by Debtor for the benefit of the Lender.

Positive Covenants. Until a Public OfferingSo long as any shares of the Non-Qualified Preferred Stock or Series B Preferred Stock are still outstanding, the Company, on behalf of itself and all of its subsidiaries, Company agrees as follows: 4.1 (a) The Company will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or levies imposed upon the income, profits, property, or business of the Company or any subsidiary; provided, however, that any such tax, assessment, charge, or levy need not be paid if the validity thereof shall maintain currently be contested in good faith by appropriate proceedings and preserve if the Company shall have set aside on its books adequate reserves with respect thereof, and provided further, that the Company will pay all such taxes, assessments, charges, or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor. The Company will promptly pay or cause to be paid when due, or in conformance with customary trade terms, all other material indebtedness incident to the operations of the Company; (b) The Company will keep, and cause each of its subsidiaries to keep, its properties necessary or useful in the proper conduct of its business in good repair, working order order, and condition in accordance with the general practices of other corporations of similar size and character (ordinary condition, reasonable wear and tear excepted). 4.2 The , and from time to time make all needful and proper repairs, renewals, replacements, additions, and improvements thereto; and the Company shall will, and will cause its subsidiaries to, at all times comply in with the provisions of all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument leases to which it may be any of them is a party or under which it any of them occupies property so as to prevent any material loss or its properties may be bound.forfeiture thereof or thereunder; 4.3 (c) The Company will keep keep, and cause its subsidiaries to keep, its assets and those that are of its subsidiaries an insurable character insured by financially sound and reputable insurers against loss or damage by firedamage, extended coveragecasualties and contingencies, explosion and of such types and in such amounts as is customary for companies in similar businesses similarly situated; and the Company will maintain, with financially sound and reputable insurers, insurance against other hazards, risks risks, and liabilities to Persons and property to the extent and in the amount manner customary for companies in similar size and similar businesses.businesses similarly situated; 4.4 (d) The Company will keep true records and books of account in which full, true, and materially correct entries in all material respects will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis.; 4.5 (e) The Company shall, and shall cause its subsidiaries to, duly observe and conform to all material requirements of governmental authorities relating to the conduct of their businesses or to their property or assets; (f) The Company shall, and shall cause its subsidiaries to, maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary material to the conduct of its business.; 4.6 (g) The Company will retain independent public accountants of recognized national standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof.; 4.7 (h) The Company will cause each person Person now or hereafter employed by it or any subsidiary with access to confidential information to enter into a proprietary information and inventions agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply ; (i) The Company will cause each senior manager and key employee now or hereafter employed by it or any subsidiary to any person who, by virtue of applicable law, is subject (I) dedicate substantially their full working schedule to the same restrictions Company and refrain from pursuing outside business activities during the Company's business hours, consistent with the Company's current personnel policies, and (II) enter into a noncompetition and nonsolicitation agreement substantially in the form approved by the Board of Directors; (j) The Company will, and will cause each of its subsidiaries to, comply with all applicable requirements of law of any governmental authority in respect of conduct of its businesses and the ownership of its properties, except such as those are being contested in good faith and except for such noncompliances as will not in the aggregate have a material adverse effect on its business or properties; and (k) Upon receipt of a request in writing from any Party, the Company will permit such Party to inspect the books and records of the Company at the principal offices of the Company and meet with management. The covenants set forth in such proprietary information agreementthis Section 3.3 shall terminate and be of no further effect upon the closing of an IPO.

Positive Covenants. Until a Public Offering, The Sixth Issuer covenants and undertakes with the Company, on behalf Sixth Issuer Security Trustee for the benefit of itself and all of its subsidiaries, agrees the Sixth Issuer Secured Creditors as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall a) at all times comply to carry on and conduct its affairs in all material respects with a proper and efficient manner; (b) give to the requirements Sixth Issuer Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to the generality of the foregoing the procurement by the Sixth Issuer of all applicable lawssuch certificates called for by the Sixth Issuer Security Trustee pursuant to this Deed or any other Transaction Document for the purpose of the discharge or exercise of the duties, rulestrusts, regulations powers, authorities and orders discretions vested in it under these presents or any other Transaction Document to which the Sixth Issuer Security Trustee is a party or by operation of law; (c) to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements for the time being; (d) at all times to keep or procure the keeping of proper books of account and records and allow the Sixth Issuer Security Trustee and any person or persons appointed by the Sixth Issuer Security Trustee to whom the Sixth Issuer shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Sixth Issuer Security Trustee carrying out its duties under this Deed; (e) to send to the Sixth Issuer Security Trustee a copy of every balance sheet, profit and loss account, source and application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities (including Noteholders and shareholders in their capacity as such) or creditors of the Sixth Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Sixth Issuer Security Trustee of the occurrence of any court Sixth Issuer Note Event of Default, Potential Sixth Issuer Note Event of Default and/or service of a Sixth Issuer Note Enforcement Notice (which has not been served by the Sixth Issuer Security Trustee) (such notice to be effective by the delivery of a copy of the Sixth Issuer Note Enforcement Notice to Sixth Issuer Security Trustee) immediately upon becoming aware thereof and without waiting for the Sixth Issuer Security Trustee to take any further action; (g) give to the Sixth Issuer Security Trustee (i) within seven days after demand by the Sixth Issuer Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or governmental department, commission, board, bureau, agency publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Sixth Issuer to the effect that as at a date not more than seven days before delivering such certificate (the "CERTIFICATION DATE") there did not exist and had not existed since the certification date of the previous certificate (or other instrumentality in the case of the first such certificate the date hereof) any Sixth Issuer Note Event of Default or any Potential Sixth Issuer Note Event of Default (domestic or foreignif such then exists or existed specifying the same) and that during the terms period from and including the certification date of any indenturethe last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Sixth Issuer has complied, contract or to the best of their knowledge and belief, with all its obligations contained in this Deed and each of the other instrument Sixth Issuer Transaction Documents to which it may be is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Sixth Issuer Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Sixth Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under which and pursuant to this Deed and the other Sixth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fireunless such Taxes are, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies opinion of the Sixth Issuer Security Trustee, being contested in similar size good faith by the Sixth Issuer; and (k) so far as permitted by law to enter into and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existencea group income election under Section 247 of the Income and Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of that Act and which are made under the Sixth Issuer Intercompany Loan Agreement by Funding to the Sixth Issuer and ensure that no steps will be taken (whether by act, rights, omission or otherwise) which would reasonably be expected to lead to the revocation or invalidation of the aforementioned election; and franchises and all licenses and other rights immediately to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by notify the Sixth Issuer Security Trustee if it or any subsidiary and deemed by becomes aware that the Company aforementioned election ceases to be necessary in full force and effect or if circumstances arise, of which it is aware, which may result in that election ceasing to the conduct of its businessbe in full force and effect. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingAs long as the Investor owns not less than eight ------------------ percent (8%) of the Shares it is purchasing on the date hereof, the Company, on behalf of itself and all of its subsidiaries, Company agrees as follows: 4.1 (a) The Company will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or levies imposed upon the income, profits, property, or business of the Company or any subsidiary; provided, however, that any such tax, assessment, charge, or levy need not be paid if the validity thereof shall maintain currently be contested in good faith by appropriate proceedings and preserve if the Company shall have set aside on its books adequate reserves with respect thereto, and provided further, that the Company will pay all such taxes, assessments, charges, or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor. The Company will promptly pay or cause to be paid when due, or in conformance with customary trade terms, all other indebtedness incident to the Company's operations; (b) The Company will keep its properties and those of its properties necessary or useful in the proper conduct of its business subsidiaries in good repair, working order order, and condition in accordance with the general practices of other corporations of similar size and character (ordinary condition, reasonable wear and tear excepted). 4.2 The , and from time to time make all necessary and proper repairs, renewals, replacements, additions, and improvements thereto; and the Company shall and its subsidiaries will at all times comply in with the provisions of all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument leases to which it may be any of them is a party or under which it any of them occupies property so as to prevent any loss or its properties may be bound.forfeiture thereof or thereunder; 4.3 (c) The Company will keep its assets and those of its subsidiaries that are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, and explosion insurance in amounts customary for companies in similar businesses similarly situated; and the Company will maintain, with financially sound and reputable insurers, insurance against other hazards, risks risks, and liabilities to persons and property to the extent and in the amount manner customary for companies in similar size and similar businesses.businesses similarly situated; 4.4 (d) The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP gaap applied on a consistent basis.; 4.5 (e) The Company and all its subsidiaries shall duly observe and conform to all valid requirements of governmental authorities relating to the conduct of their businesses or to their property or assets; (f) The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business.; 4.6 (g) The Company will retain independent public accountants of recognized national standing who which shall certify audit the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized national standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof.; 4.7 (h) The Company will cause each person now or hereafter employed or retained as a consultant by it or any subsidiary with access to confidential information to enter into a proprietary information agreement substantially Proprietary Information and Inventions Agreement in the form approved by previously provided to the Investor and shall otherwise take all steps reasonably necessary to protect its proprietary rights and assets; and (i) Sixty (60) days prior to the beginning of each fiscal year, the Company's management will present to the Board of Directorsfor approval an operating budget and business plan for such upcoming fiscal year and projections (including underlying assumptions) with respect to the next following fiscal year; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth item included in such proprietary information agreementoperating budget or business plan which falls within the scope of clause (a) through (l) of Section 6.9 shall require the approval of the Investor Director or Directors then serving on the Board.

Positive Covenants. Until a Public Offering(1) Punctual Payment (2) Chief Place of Business (3) Records and Accounts (4) Existence and Conduct of Business businesses, and any additional businesses acquired pursuant to the Companyterms of §8.4(a) of the U.S. Credit Agreement, on behalf as such provision exists at the date of itself and this Agreement. Each of the Obligors will cause all of its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve all of its material properties necessary used or useful in the proper conduct of its business businesses to be maintained and kept in good condition, repair and working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall ) and supplied with all necessary equipment and cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in its judgment may be necessary so that the businesses carried on in connection therewith may be properly and advantageously conducted at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directorstimes; provided, however, that nothing in this covenant Section 7.2(5) shall prevent any Obligor from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in its judgment, desirable in the conduct of its business and could not apply reasonably be expected to any person whohave a Material Adverse Effect. Each Obligor shall maintain or cause to be maintained insurance on its property that satisfies the covenants and conditions of the U.S. Credit Agreement concerning insurance coverage from time to time. Whenever reasonably requested in writing by the Agent, by virtue it shall cause certificates evidencing such policies of applicable law, is subject insurance to be made available to the Agent to the same restrictions extent required to be delivered to the administrative agent under the U.S. Credit Agreement. Each Obligor will duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and its real properties, sales and activities, or any part thereof, or upon the income or profits therefrom, as those well as all claims for labour, materials, or supplies, which if unpaid might by law become an Encumbrances upon any of its property; provided, however, that any such tax, assessment, charge, levy or claim need not be paid if the failure to do so (either individually, or in the aggregate for all such failures) could not reasonably be expected to have a Material Adverse Effect and the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if such Obligor shall have set forth in aside on its books adequate reserves with respect thereto as required by GAAP; and provided, further, that each Obligor will pay all such proprietary information agreement.taxes, assessments, charges, levies or claims prior to the foreclosure on any Encumbrance which may have attached as security therefor. Each Obligor will permit the Agent or any Lender or any of their respective designated representatives, upon reasonable notice, to visit and inspect any of its properties, to examine its books of account or contracts (and to make copies thereof and extracts therefrom), and to discuss its affairs, finances and accounts with, and to (5) Maintenance of Properties

Positive Covenants. Until a Public OfferingThe Company covenants and agrees with the Offeror that, except as expressly contemplated or permitted by this Agreement or to the extent the Offeror has otherwise consented in writing, prior to the earlier of the Effective Time and the time this Agreement is terminated, the Company, on behalf of itself and all of its subsidiaries, agrees as followsCompany shall: 4.1 The Company (a) cooperate with the Offeror and take all reasonable action to support the Offer; (b) carry on its business and cause its Subsidiary to carry on its business only in, and not take any action except in, the ordinary course of business consistent with past practice and shall maintain and preserve all not otherwise authorize any capital expenditures in excess of its properties necessary $250,000 for any item or useful series of items constituting parts of a single item or $500,000 in the proper conduct of aggregate for the Company and its business in good working order Subsidiary taken as a whole for all such items; provided that the Company and condition its Subsidiary shall be authorized to make all capital expenditures in accordance with all commitments and contracts with third parties in existence at the general practices date hereof as disclosed in the Data Room Materials or pursuant to capital budgets of other corporations the Company or its Subsidiary approved by the Board of similar size Directors on or prior to the date hereof as disclosed in the Data Room Materials; provided, however, that the Company and character (ordinary wear and tear excepted)its Subsidiary shall not be restricted from making the Termination Payments or the payment described in section 1.6(c) . 4.2 The (c) confer on a regular basis with the Offeror with respect to operational matters and promptly advise the Offeror, orally and then promptly in writing, of any Material Adverse Change in respect of the Company and of any material governmental or third party complaints, investigations, or hearings (or communications indicating that the same may be contemplated); (d) use its commercially reasonable efforts to maintain the current insurance (or re-insurance) policies of it and its Subsidiary and not allow the same to be cancelled or terminated or any other coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (e) use, and cause its Subsidiary to use, its commercially reasonable efforts to preserve intact their respective business organizations, assets and goodwill, to maintain their mining leases, mining concessions, mining claims, exploration permits or prospecting permits or other property or proprietary interests or rights in good standing, to keep available the services of their respective officers and employees as a group and to maintain satisfactory relationships with governmental entities, suppliers, distributors, customers and others with whom they have business relationships and inform the Offeror orally and then promptly in writing if any officer submits a resignation; (f) subject to the provisions of section 3.4(b), furnish the Offeror with a copy of all information and reports (including financial statements, officer's certificates, operating statements, reports of operations and operating plans) prepared by the Company and provided to directors and management of the Company after the date hereof; (g) as soon as reasonably practicable, send the notice to all holders of Options contemplated by section 1.5 herein and the Board of Directors shall take such actions as are required to cause such Options to terminate in accordance with section 1.5 herein; (h) not take any action or omit to take any action, or not permit the Subsidiary to take any action or omit to take any action, which would render, or which reasonably would be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time prior to the date of the Effective Time if then made; (i) continue to file all times documents or information required to be filed by the Company under applicable Securities Laws, in accordance with timelines prescribed under applicable Securities Laws and all such documents or information, when filed, shall comply as to form in all material respects with the requirements of all applicable laws, rules, regulations and orders Securities Laws; (j) make or cooperate as necessary in the preparation of any court exemption applications or governmental department, commission, board, bureau, agency or orders and any other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and documents deemed reasonably necessary by the Company or the Offeror, acting reasonably, to be necessary discharge their respective obligations under Applicable Laws in connection with the Offer or as required under Securities Laws in order to permit the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services making or consummation of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by Offer; and (k) provided the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors conditions of the Company Offer described in Schedule "B" have been satisfied or any committee thereofwaived, deliver the certificate of the chief executive officer and chief financial officer contemplated in paragraphs (h) and (i) of Schedule "B". 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingSo long as any shares of Series A Redeemable Preferred Stock or Series B Convertible Preferred Stock are outstanding, the Company, on behalf of itself and all of its subsidiaries, Company agrees as follows: 4.1 (a) The Company will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful Taxes, assessments, and governmental charges or levies imposed upon the income, profits, property, or business of the Company or any subsidiary; provided, however, that any such Taxes, assessments, charges, or levies need not be paid if the validity thereof shall maintain currently be contested in good faith by appropriate proceedings and preserve if the Company shall have set aside on its books adequate reserves with respect thereof, and provided further, that the Company will pay all such taxes, assessments, charges, or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor. The Company will promptly pay or cause to be paid when due, or in conformance with customary trade terms, all other indebtedness incident to the operations of the Company; (b) The Company will continue to engage principally in the business now conducted by the Company or a business or businesses substantially similar thereto. The Company will keep in full force and effect its corporate existence and all Intellectual Property Rights useful in its business (except such rights as the Board of Directors has reasonably determined are not material to the continuing operations of the Company); (c) The Company will keep its properties and those of its properties necessary or useful in the proper conduct of its business subsidiaries in good repair, working order order, and condition in accordance with the general practices of other corporations of similar size and character (ordinary condition, reasonable wear and tear excepted). 4.2 The , and from time to time make all needful and proper repairs, renewals, replacements, additions, and improvements thereto; and the Company shall and its subsidiaries will at all times comply in all material respects with the requirements provisions of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument material leases to which it may be any of them is a party or under which it any of them occupies property so as to prevent any loss or forfeiture thereof or thereunder; (d) The Company will comply in all material respects with all applicable laws and regulations in the conduct of its properties may be bound.business, including, without limitation, all applicable material federal and state securities laws in connection with the issuance of any shares of its capital stock; 4.3 (e) The Company will keep its assets and those of its subsidiaries that are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, and explosion insurance in amounts customary for companies in similar businesses similarly situated; and the Company will maintain, with financially sound and reputable insurers, insurance against other hazards, risks risks, and liabilities to persons and property to the extent and in the amount manner customary for companies in similar size and similar businesses.businesses similarly situated; 4.4 (f) The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP generally accepted accounting principles applied on a consistent basis.; 4.5 (g) The Company will promptly advise the Board of Directors of any event which represents or is reasonably likely to result in a Material Adverse Effect, and of each suit or proceeding commenced or threatened against the Company which, if adversely determined, is reasonably likely to have a Material Adverse Effect. The Company will promptly advise the Board of Directors of any adverse developments relating to the Company's products or services, and any suit or proceeding commenced or threatened which is related to the Company's products or services which, if adversely determined, in the reasonable judgment of the Company, is reasonably likely to have a Material Adverse Effect; (h) The compensation and other benefit arrangements of any senior management of the Company shall be adjusted from time to time only by the Compensation Committee; (i) All transactions by and between the Company and any officer or key employee of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with or members of the families of such officer or key employee (including compensation matters covered by Section 3.7(h) hereof), shall be conducted on an arm's-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from unrelated persons and shall be approved in advance by a majority of the Board of Directors, including the Investors' Nominees, after full disclosure of the terms thereof; (j) The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 ; and The Company will retain independent public accountants of recognized national standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the Company's independent public accountants so selectedaccountants, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor Investors and will request the firm of independent public accountants whose services are terminated to deliver to the Investor Investors a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized national standing. In its notice to the Investor Investors the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering, Each Borrower covenants with each of the Company, on behalf Agents and with each of itself and all the Lenders that so long as there shall remain any Borrowings or any other obligations of its subsidiaries, agrees as followsor affecting any party to this Agreement: 4.1 The Company shall maintain (a) it will pay duly and preserve punctually all sums of its properties necessary or useful money due by it under this Agreement at the times and places and in the manner provided for herein and will cause each Guarantor to do likewise under its Guarantee; (b) subject to Section 8.3(e), it will maintain, and cause each Subsidiary (other than Excluded Subsidiaries, Immaterial Subsidiaries and Unrestricted Entities) to maintain, its existence, corporate and otherwise, in good standing; (c) it will carry on diligently and conduct its business in a proper conduct and efficient manner so as to preserve and protect its properties, assets and income in a prudent manner consistent with usual industry practice and the preservation of its business and assets, and it will cause its Subsidiaries to do the same in good working order respect of their respective businesses and condition assets and, in accordance particular, without limiting the foregoing, it will not alter its business plan so as to change materially the nature or scope of business, operations or activities currently carried on by it or its Subsidiaries, without obtaining the prior written consent of the Majority Lenders (which consent shall not be unreasonably withheld); (d) it will maintain or cause to be maintained, with responsible and reputable insurers, insurance with respect to its properties, assets and business and the general practices respective properties, assets and businesses of its Subsidiaries against such casualties and contingencies (including public liability) and in such types and in such amounts and with such deductibles and other corporations provisions as are customarily maintained or caused to be maintained by persons engaged in the same or similar businesses in the same territories under similar conditions; (e) it will and will cause its Subsidiaries to, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such other acts, agreements, instruments and assurances in law as the Agents or Lenders’ Counsel shall reasonably require for the better accomplishing and effectuating of similar size the intentions and character provisions of this Agreement and the Security; (ordinary wear f) it will and tear excepted). 4.2 The Company shall will cause its Subsidiaries to, do, observe and perform all material matters and things necessary or expedient to be done, observed or performed under the laws of any jurisdiction where it or any of its Subsidiaries carry on business where required for the purpose of carrying on and conducting its business and owning and possessing its properties and assets and, without limitation, it will maintain at all times comply in full force and effect all material certificates, permits, licenses and other approvals required to operate its and their business' properties and assets; for greater certainty and without in any way limiting the generality of the foregoing: (i) each Borrower and each of its Subsidiaries shall be at all times in compliance in all material respects with the requirements of all applicable lawsEnvironmental Laws; and (ii) each Borrower shall ensure that each of the real properties or premises owned, rulesleased or occupied by it or any of its Subsidiaries is free from contamination by a release, regulations and orders discharge or emission of any court Hazardous Material; (g) it will promptly pay or governmental departmentcause to be paid all Taxes levied, commissionassessed or imposed upon it and/or its Subsidiaries, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or and/or its properties may be bound. 4.3 The Company will keep its and assets and or those of its subsidiaries insured Subsidiaries or any part thereof and/or upon its income and profits or that of its Subsidiaries, as and when the same shall become due and payable save when and so long as any such Taxes are in good faith contested by financially sound and reputable insurers against loss it or damage by fire, extended coverage, explosion and other hazards, risks and liabilities those of its Subsidiaries as may be affected thereby; (h) it will furnish to the extent Canadian Agent in sufficient quantities to provide 1 copy to each Lender and each Agent: (i) as soon as available and in any event within 45 days after the amount customary end of each Quarter of each Fiscal Year of the Canadian Borrower: (A) the unaudited consolidated financial statements of the Canadian Borrower as of the end of such Quarter to be prepared in accordance with GAAP; provided that delivery of the foregoing, in respect of the fourth Quarter for companies each Fiscal Year of the Canadian Borrower, may be delivered within 90 days after the end of each such fourth Quarter; (B) the unaudited financial statements of the Canadian Borrower prepared on a basis that excludes Unrestricted Entities from the consolidation; (C) a certificate accompanying the financial statements required to be delivered in similar size accordance with Section 8.2(h)(i)(A) and similar businesses(B), in the form set out in Schedule “J” attached (without personal liability) from the president, the chief financial officer or corporate controller of the Canadian Borrower; (1) confirming that such financial statements have not been prepared in a manner and do not contain any statement which is inconsistent with GAAP, subject to audit and year end adjustment and as may be required to exclude Unrestricted Entities from the consolidation; (2) containing sufficient information to permit each Lender to determine whether the financial covenants contained in Section 8.4 are being maintained, including any adjustments to Consolidated EBITDA as the result of Normalizing Adjustments; (3) certifying that, as of the last day of such Quarter, and, to the best knowledge of such officer, as of the date of such certificate, no Default or Event of Default has occurred and is continuing; (4) providing a report on sales or dispositions of assets in excess of an aggregate of US$20,000,000 during such period; (5) providing a report on outstanding hedging contracts entered into by the Canadian Borrower and its Subsidiaries and the amounts secured under Secured Hedging Agreements; and (6) providing a report on the aggregate initial investment value of all Unrestricted Entities which continue to qualify as Unrestricted Entities as at the end of such period. 4.4 The Company will keep true records (ii) as soon as practicable and books in any event within 90 days after the end of account each Fiscal Year of the Canadian Borrower: (A) a copy of the audited consolidated financial statements of the Canadian Borrower as of the end of such Fiscal Year, such financial statements of the Canadian Borrower to be prepared in which fullaccordance with GAAP; (B) the unaudited financial statements of the Canadian Borrower prepared on a basis that excludes Unrestricted Entities from the consolidation; (C) accompanying the audited consolidated financial statements of the Canadian Borrower shall be a report thereon by independent auditors of recognized standing confirming, truewithout qualification, and materially correct entries will be made that such financial statements of all dealings or transactions in relation to its business and affairs the Canadian Borrower have been prepared in accordance with GAAP applied on and, copies of such auditors’ recommendations, if any; and (D) a consistent basis.certificate accompanying the financial statements required to be delivered in accordance with Section 8.2(h)(ii)(A) and (B) in the form set out in Schedule “J” attached (without personal liability) of the president, chief financial officer or corporate controller of the Canadian Borrower: 4.5 The Company shall maintain (1) containing sufficient information to permit each Lender to determine whether the financial covenants contained in full force and effect its corporate existenceSection 8.4 are being maintained, rightsincluding details of any adjustments to Consolidated EBITDA as the result of Normalizing Adjustments, (2) containing the information required to determine amounts to be paid under Section 6.5, and (3) certifying that as of the last day of such Fiscal Year, and franchises to the best of the knowledge of such officer, as of the date of such certificate, no Default or Event of Default has occurred and all licenses is continuing (iii) as soon as possible and other rights to use patentsin any event within 10 Business Days after any Borrower or any of its Subsidiaries receives (A) notice of the commencement thereof, processes, licenses, trademarks, trade names, notice of any actions or copyrights owned or possessed by proceedings against it or any subsidiary of its Affiliates or against any of the property of a Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, which, if determined adversely, would have a material adverse effect on the financial condition or operations of any Borrower or its Subsidiaries, taken as a whole and deemed (B) a copy of any Violation Notice received by a Borrower or any of its Subsidiaries; (iv) within 90 days of the beginning of each Fiscal Year of the Canadian Borrower, the Canadian Borrower’s annual business plan and financial projections, including profit and loss statements, cash-flow statements, balance sheets and projected capital expenditures for the Fiscal Year then begun; such business plan and financial projections not to be prepared in a manner nor contain any statement which is inconsistent with GAAP; (v) promptly upon request, such other information concerning the financial affairs or operations of any Borrower or any of its Subsidiaries as the Canadian Agent or the U.S. Agent, as the case may be, may reasonably request from time to time including for greater certainty financial statements of the U.S. Borrowers, FSLLC and FSLP and if requested by the Company Canadian Agent, the EBITDA of each Subsidiary; (i) it will permit from time to time to the Canadian Agent and the U.S. Agent or their representatives or advisers access to its premises, assets and records of meetings of directors and/or of shareholders upon reasonable (both as to timing and advance notice) request of such Agent; (j) it will give to the Canadian Agent or the U.S. Agent prompt notice of any Event of Default or any event, of which it is aware, which, with the giving of notice and/or the lapse of time or both, would constitute an Event of Default; (k) it will ensure that all Intercompany Debt and Security is entered into pursuant to and in accordance with the definition thereof and it will ensure that all Security granted to the Collateral Agent, and/or the Lenders continues to be necessary perfected and preserve the first priority thereof (subject to Permitted Encumbrances). For greater certainty, all Intercompany Debt and Security shall be assigned to the conduct Collateral Agent however the Borrowers shall not be required to deliver any such Intercompany Debt and Security to the Collateral Agent unless the Collateral Agent is instructed to take delivery of its business.such Intercompany Debt and Security by the Majority Lenders; 4.6 The Company (l) it will retain independent public accountants cause any entity which after the date hereof shall become a Subsidiary of recognized standing who a Borrower (other than Unrestricted Entities and Immaterial Subsidiaries) (such entity, a “New Subsidiary”) to execute and deliver in favour of the Collateral Agent and the Lenders, (x) in the case of a Wholly-Owned Subsidiary (i) the Direct Security together with favourable supporting legal opinions and (ii) the applicable Security Support Documents, and (y) in the case of a Subsidiary which is not a Wholly-Owned Subsidiary, all applicable Security Support Documents, in either case, as soon as reasonably practicable after becoming a Subsidiary and no later than: (i) in the case of an Acquisition Entity where the acquisition has been financed, wholly or partially, by way of Borrowings under the Facility, on the date of completion of the acquisition, or (ii) in any other case within 10 Business Days following the date of completion of the acquisition or creation of the New Subsidiary, as the case may be; (m) it will cause each Subsidiary which becomes a Wholly-Owned Subsidiary (other than Unrestricted Entities) after the date hereof to deliver Direct Security together with favourable supporting legal opinions and applicable Security Support Documents to the Collateral Agent provided that, if a Wholly-Owned Subsidiary ceases to be wholly owned, the Collateral Agent will, upon receipt of applicable Security Support Documents, grant releases and discharges of the Direct Security relating to such Subsidiary; (n) notwithstanding any other provision of this Agreement to the contrary, it will ensure that none of the Excluded Subsidiaries will have any significant assets, will carry on any active business whatsoever, no intercompany loans will be made to such Subsidiaries and no assets will be conveyed to such Subsidiaries; (o) prior to making an investment in a business (other than Unrestricted Entities) (whether or not the investment is intended to be financed by way of Borrowings under the Facilities) it shall certify provide the Company's financial statements at Canadian Agent with a "snapshot" summary description of such investment in form and substance satisfactory to the end Canadian Agent and shall include in such summary description confirmation that such entity is an Eligible Business; and (p) it shall promptly, and in any event within 10 Business Days of the investment, notify the Canadian Agent of each fiscal yearinvestment (including by way of intercompany loans or other financial assistance) in any Unrestricted Entity and shall ensure that at all times investments in Unrestricted Entities do not exceed an aggregate initial investment value in excess of US$50,000,000. In the event the services of the independent public accountants so selected, or The Borrowers shall be permitted to remove an entity from its qualification as an Unrestricted Entity at any firm of independent public accountants hereafter employed time by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its giving written notice to the Investor Canadian Agent and thereafter all provisions hereunder with respect to the Company shall state whether the change of accountants was recommended or approved by the Board of Directors Subsidiaries of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it Borrower (other than Excluded Subsidiaries, Immaterial Subsidiaries and Unrestricted Entities) shall apply to enter into a proprietary information agreement substantially such entity in the form approved by the Board event such entity is a Subsidiary of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreementa Borrower.

Positive Covenants. Until a Public Offering, Each Borrower covenants with each of the Company, on behalf Agents and with each of itself and all the Lenders that so long as there shall remain any Borrowings or any other obligations of its subsidiaries, agrees as followsor affecting any party to this Agreement: 4.1 The Company shall maintain (a) it will pay duly and preserve punctually all sums of its properties necessary or useful money due by it under this Agreement at the times and places and in the manner provided for herein and will cause each Guarantor to do likewise under its Guarantee; (b) subject to Section 8.3(e), it will maintain, and cause each Subsidiary (other than Excluded Subsidiaries, Immaterial Subsidiaries and Unrestricted Entities) to maintain, its existence, corporate and otherwise, in good standing; (c) it will carry on diligently and conduct its business in a proper conduct and efficient manner so as to preserve and protect its properties, assets and income in a prudent manner consistent with usual industry practice and the preservation of its business and assets, and it will cause its Subsidiaries to do the same in good working order respect of their respective businesses and condition assets and, in accordance particular, without limiting the foregoing, it will not alter its business plan so as to change materially the nature or scope of business, operations or activities currently carried on by it or its Subsidiaries or to shift or transfer same from a Borrower or any such Subsidiaries to other of its Subsidiaries, without obtaining the prior written consent of the Majority Lenders (which consent shall not be unreasonably withheld); (d) it will maintain or cause to be maintained, with responsible and reputable insurers, insurance with respect to its properties, assets and business and the general practices respective properties, assets and businesses of its Subsidiaries against such casualties and contingencies (including public liability) and in such types and in such amounts and with such deductibles and other corporations provisions as are customarily maintained or caused to be maintained by persons engaged in the same or similar businesses in the same territories under similar conditions; it will ensure that the Collateral Agent is an additional named loss payee under all policies of similar size insurance, as its interest may appear, and character that such policies are not cancellable without at least 30 days’ prior written notice being given by the insurers to the Collateral Agent; (ordinary wear e) it will and tear excepted).will cause its Subsidiaries to, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such other acts, agreements, instruments and assurances in law as the Agents or Lenders’ Counsel shall reasonably require for the better accomplishing and effectuating of the intentions and provisions of this Agreement and the Security; 4.2 The Company shall (f) it will and will cause its Subsidiaries to, do, observe and perform all material matters and things necessary or expedient to be done, observed or performed under the laws of any jurisdiction where it or any of its Subsidiaries carry on business where required for the purpose of carrying on and conducting its business and owning and possessing its properties and assets and, without limitation, it will maintain at all times comply in full force and effect all material certificates, permits, licenses and other approvals required to operate its and their business' properties and assets; for greater certainty and without in any way limiting the generality of the foregoing: (i) each Borrower and each of its Subsidiaries shall be at all times in compliance in all material respects with the requirements of all applicable lawsEnvironmental Laws; and (ii) each Borrower shall ensure that each of the real properties or premises owned, rulesleased or occupied by it or any of its Subsidiaries is free from contamination by a release, regulations and orders discharge or emission of any court Hazardous Material; (g) it will promptly pay or governmental departmentcause to be paid all Taxes levied, commissionassessed or imposed upon it and/or its Subsidiaries, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or and/or its properties may be bound. 4.3 The Company will keep its and assets and or those of its subsidiaries insured Subsidiaries or any part thereof and/or upon its income and profits or that of its Subsidiaries, as and when the same shall become due and payable save when and so long as any such Taxes are in good faith contested by financially sound and reputable insurers against loss it or damage by fire, extended coverage, explosion and other hazards, risks and liabilities those of its Subsidiaries as may be affected thereby; (h) it will furnish to the extent Canadian Agent in sufficient quantities to provide 1 copy to each Lender and each Agent: (i) as soon as available and in any event within 45 days after the amount customary for companies end of each Quarter of each Fiscal Year of the Canadian Borrower: (A) the unaudited consolidated financial statements of the Canadian Borrower as of the end of such Quarter to be prepared in similar size accordance with GAAP; (B) the unaudited financial statements of the Canadian Borrower prepared on a basis that excludes Unrestricted Entities from the consolidation; (C) a certificate accompanying the financial statements required to be delivered in accordance with Section 8.2(h)(i)(A) and similar businesses(B), in the form set out in Schedule “J” attached (without personal liability) from the president, the chief financial officer or corporate controller of the Canadian Borrower; (1) confirming that such financial statements have not been prepared in a manner and do not contain any statement which is inconsistent with GAAP, subject to audit and year end adjustment and as may be required to exclude Unrestricted Entities from the consolidation; (2) containing sufficient information to permit each Lender to determine whether the financial covenants contained in Section 8.4 are being maintained, including any adjustments to Consolidated EBITDA as the result of Normalizing Adjustments; (3) certifying that, as of the last day of such Quarter, and, to the best knowledge of such officer, as of the date of such certificate, no Default or Event of Default has occurred and is continuing; (4) providing a report on sales or dispositions of assets in excess of an aggregate of US$10,000,000 during such period; (5) providing a report on outstanding hedging contracts entered into by the Canadian Borrower and its Subsidiaries and the amounts secured under Secured Hedging Agreements; and (6) providing a report on the aggregate initial investment value of all Unrestricted Entities which continue to qualify as Unrestricted Entities as at the end of such period. 4.4 The Company will keep true records (ii) as soon as practicable and books in any event within 90 days after the end of account each Fiscal Year of the Canadian Borrower: (A) a copy of the consolidated financial statements of the Canadian Borrower as of the end of such Fiscal Year, such financial statements of the Canadian Borrower to be prepared in which fullaccordance with GAAP; (B) the unaudited financial statements of the Canadian Borrower prepared on a basis that excludes Unrestricted Entities from the consolidation; (C) accompanying the audited consolidated financial statements of the Canadian Borrower shall be a report thereon by independent auditors of recognized standing confirming, truewithout qualification, and materially correct entries will be made that such financial statements of all dealings or transactions in relation to its business and affairs the Canadian Borrower have been prepared in accordance with GAAP applied on and, copies of such auditors’ recommendations, if any; and (D) a consistent basis.certificate accompanying the financial statements required to be delivered in accordance with Section 8.2(h)(ii)(A) and (B) in the form set out in Schedule “J” attached (without personal liability) of the president, chief financial officer or corporate controller of the Canadian Borrower: 4.5 The Company shall maintain (1) containing sufficient information to permit each Lender to determine whether the financial covenants contained in full force and effect its corporate existenceSection 8.4 are being maintained, rightsincluding details of any adjustments to Consolidated EBITDA as the result of Normalizing Adjustments, (2) containing the information required to determine amounts to be paid under Section 6.5, and (3) certifying that as of the last day of such Fiscal Year, and franchises to the best of the knowledge of such officer, as of the date of such certificate, no Default or Event of Default has occurred and all licenses is continuing (iii) as soon as possible and other rights to use patentsin any event within 10 Business Days after any Borrower or any of its Subsidiaries receives (A) notice of the commencement thereof, processes, licenses, trademarks, trade names, notice of any actions or copyrights owned or possessed by proceedings against it or any subsidiary of its Affiliates or against any of the property of a Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, which, if determined adversely, would have a material adverse effect on the financial condition or operations of any Borrower or its Subsidiaries, taken as a whole and deemed (B) a copy of any Violation Notice received by a Borrower or any of its Subsidiaries; (iv) within 90 days of the beginning of each Fiscal Year of the Canadian Borrower, the Canadian Borrower’s annual business plan and financial projections (for each Quarter), including profit and loss statements, cash-flow statements, balance sheets and projected capital expenditures for the Fiscal Year then begun; such business plan and financial projections not to be prepared in a manner nor contain any statement which is inconsistent with GAAP; (v) promptly upon request, such other information concerning the financial affairs or operations of any Borrower or any of its Subsidiaries as the Canadian Agent or the U.S. Agent, as the case may be, may reasonably request from time to time including for greater certainty financial statements of the U.S. Borrowers, FSLLC and FSLP and if requested by the Company Canadian Agent, the EBITDA of each Subsidiary; (i) it will permit from time to time to the Canadian Agent and the U.S. Agent or their representatives or advisers access to its premises, assets and records of meetings of directors and/or of shareholders upon reasonable (both as to timing and advance notice) request of such Agent; (j) it will give to the Canadian Agent or the U.S. Agent prompt notice of any Event of Default or any event, of which it is aware, which, with the giving of notice and/or the lapse of time or both, would constitute an Event of Default; (k) it will ensure that all Security granted to the Collateral Agent, and/or the Lenders continues to be necessary perfected and preserve the first priority thereof (subject to Permitted Encumbrances). For greater certainty, all Intercompany Debt and Security shall be assigned to the conduct Collateral Agent however the Borrowers shall not be required to deliver any such Intercompany Debt and Security to the Collateral Agent unless the Collateral Agent is instructed to take delivery of its business.such Intercompany Debt and Security by the Majority Lenders; 4.6 The Company (l) it shall cause, at all times, the shares of Colliers (SE Europe), Checot and any other entity acquired on substantially the same basis as Colliers (SE Europe) and Checot to be pledged to Colliers (Cyprus) by Sirti and shall, at all times, cause Sirti to grant a general security agreement to Colliers (Cyprus) as Intercompany Debt and Security; (m) it shall cause, at all times, all of the shares of Sirti to be pledged to Colliers (Cyprus) by Xxxx X. Xxxxxxxxx; (n) it will retain independent public accountants cause any entity which after the date hereof shall become a Subsidiary of recognized standing who a Borrower (other than Unrestricted Entities and Immaterial Subsidiaries) (such entity, a “New Subsidiary”) to execute and deliver in favour of the Collateral Agent and the Lenders, in the case of a Wholly-Owned Subsidiary (i) the Direct Security together with favourable supporting legal opinions and (ii) the applicable Security Support Documents and in the case of a Subsidiary which is not a Wholly-Owned Subsidiary, all applicable Security Support Documents, in either case, as soon as reasonably practicable after becoming a Subsidiary and no later than: (i) in the case of an Acquisition Entity where the acquisition has been financed, wholly or partially, by way of Borrowings under the Facility, on the date of completion of the acquisition, or (ii) in any other case within 10 Business Days following the date of completion of the acquisition or creation of the New Subsidiary, as the case may be; (o) it will cause each Subsidiary which becomes a Wholly-Owned Subsidiary (other than Unrestricted Entities) after the date hereof to deliver Direct Security together with favourable supporting legal opinions and applicable Security Support Documents to the Collateral Agent; (p) notwithstanding any other provision of this Agreement to the contrary, it will ensure that none of the Excluded Subsidiaries will carry on any active business whatsoever, no intercompany loans will be made to such Subsidiaries and no assets will be conveyed to such Subsidiaries; (q) prior to making an investment in a business (other than Unrestricted Entities) (whether or not the investment is intended to be financed by way of Borrowings under the Facilities) it shall certify provide the Company's financial statements at Canadian Agent with a "snapshot" summary description of such investment in form and substance satisfactory to the end Canadian Agent and shall include in such summary description confirmation that such entity is an Eligible Business; and (r) it shall promptly, and in any event within 10 Business Days of the investment, notify the Canadian Agent of each fiscal yearinvestment (including by way of intercompany loans or other financial assistance) in any Unrestricted Entity and shall ensure that at all times investments in Unrestricted Entities do not exceed an aggregate initial investment value in excess of US$50,000,000. In the event the services of the independent public accountants so selected, or The Borrowers shall be permitted to remove an entity from its qualification as an Unrestricted Entity at any firm of independent public accountants hereafter employed time by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its giving written notice to the Investor Canadian Agent and thereafter all provisions hereunder with respect to the Company shall state whether the change of accountants was recommended or approved by the Board of Directors Subsidiaries of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it Borrower (other than Excluded Subsidiaries, Immaterial Subsidiaries and Unrestricted Entities) shall apply to enter into a proprietary information agreement substantially such entity in the form approved by the Board event such entity is a Subsidiary of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreementa Borrower.

Positive Covenants. Until a Public Offering, The Ninth Issuer covenants and undertakes with the Company, on behalf Ninth Issuer Security Trustee for the benefit of itself and all of its subsidiaries, agrees the Ninth Issuer Secured Creditors as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall a) at all times comply to carry on and conduct its affairs in all material respects with a proper and efficient manner; (b) to give to the requirements Ninth Issuer Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to the generality of the foregoing the procurement by the Ninth Issuer of all applicable lawssuch certificates called for by the Ninth Issuer Security Trustee pursuant to this Deed or any other Transaction Document for the purpose of the discharge or exercise of the duties, rulestrusts, regulations powers, authorities and orders of discretions vested in it under this Deed or any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument Transaction Document to which it may be the Ninth Issuer Security Trustee is a party or under which it by operation of law; (c) to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements for the time being; (d) at all times to keep or its properties may be bound. 4.3 The Company will keep its assets and those procure the keeping of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and proper books of account and records and allow the Ninth Issuer Security Trustee and any person or persons appointed by the Ninth Issuer Security Trustee to whom the Ninth Issuer shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in which fullwriting provided that such inspection shall only be for the purposes of carrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Ninth Issuer Security Trustee carrying out its duties under this Deed; (e) to send to the Ninth Issuer Security Trustee a copy of every balance sheet, trueprofit and loss account, source and materially correct entries will be made application of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existencefunds statement (if any), rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade namesreport, or copyrights owned other notice, statement, circular or possessed by it document issued or given to any subsidiary holder of securities (including Noteholders and deemed shareholders in their capacity as such) or creditors of the Ninth Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Ninth Issuer Security Trustee of the occurrence of any Ninth Issuer Note Event of Default, Potential Ninth Issuer Note Event of Default and/or service of a Ninth Issuer Note Enforcement Notice (which has not been served by the Company Ninth Issuer Security Trustee) (such notice to be necessary effective by the delivery of a copy of the Ninth Issuer Note Enforcement Notice to Ninth Issuer Security Trustee) immediately upon becoming aware thereof and without waiting for the Ninth Issuer Security Trustee to take any further action; (g) to give to the conduct Ninth Issuer Security Trustee (i) within seven days after demand by the Ninth Issuer Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its business. 4.6 The Company will retain independent public accountants audited accounts in respect of recognized standing who shall certify each Financial Year and in any event not later than the Company's financial statements at date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each fiscal year. In the event the services such Financial Year a certificate signed by two directors of the independent public accountants so selected, Ninth Issuer to the effect that as at a date not more than seven days before delivering such certificate (the CERTIFICATION DATE) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Ninth Issuer Note Event of Default or any firm Potential Ninth Issuer Note Event of independent public accountants hereafter employed Default (or if such then exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Ninth Issuer has complied, to the best of their knowledge and belief, with all its obligations contained in this Deed and each of the other Ninth Issuer Transaction Documents to which it is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Ninth Issuer Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Ninth Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Ninth Issuer Transaction Documents; and (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, in the opinion of the Ninth Issuer Security Trustee, being contested in good faith by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereofNinth Issuer. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until Each Loan Party covenants with Lender that, it will do and perform the following covenants (to the extent applicable to it). If any such covenant is to be done or performed by a Public OfferingGuarantor, Borrower also covenants with Lender to cause Guarantor to do or perform such covenant. Fire & Flower Holdings Corp. April 21, 2020 (a) Borrower will pay to Lender when due all amounts (whether principal, interest or other sums) owing by it to Lender from time to time; (b) Borrower will ensure each Loan Party (other than the CompanyBorrower) is a direct or indirect wholly- owned Subsidiary of the Borrower and to the extent any such Loan Party is indirectly owned, all such ownership interests will be held by Loan Parties; (c) Borrower will ensure that not less than 100% of its consolidated assets are held by those Loan Parties which have provided security in favour of Lender; (d) Borrower will use the proceeds of the Facilities only for the purposes as set out in this Agreement or as otherwise approved by Lender; (e) each Loan Party will maintain its valid existence as a corporation or partnership, as the case may be, and in all material respects, will maintain all licenses and authorizations (other than the Cannabis Authorizations, which shall be maintained in all respects) required from Governmental Authorities to permit it to carry on behalf its business, including, without limitation, any licenses, certificates, permits and consents for the protection of itself the environment; (f) each Loan Party will maintain its books of account and records relative to the operation of its business and financial condition in accordance with GAAP; (g) each Loan Party will maintain and defend title to all of its subsidiariesproperty and assets, agrees as follows: 4.1 The Company shall maintain will maintain, repair and preserve all of its properties necessary or useful in the proper conduct of its business keep in good working order and condition in accordance with the general practices all of other corporations of similar size its property and character assets (ordinary normal wear and tear excepted) and will continuously carry on and conduct its business in a proper, efficient and businesslike manner; (h) each Loan Party will maintain types and amounts of insurance satisfactory to Lender with Lender shown as first loss payee on any property insurance covering any assets on which Lender has security and additional insured, as its interest may appear, on all liability insurance, and promptly advise Lender in writing of any significant loss or damage to its property, and each Loan Party will provide evidence of insurance to Lender: i) in situations where Lender has taken a fixed charge on an asset or property whether on real property or personal property; and ii) in all other situations, on request. Lender reserves the right to conduct an independent review of any Loan Party’s insurance coverage, at the reasonable expense of Borrower. Borrower will promptly advise Lender in writing, giving reasonable details of, any insurance claims in excess of $250,000 individually or in excess of $500,000 in the aggregate in any twelve consecutive months with respect to the Loan Parties; (i) each Loan Party will permit Lender, by its officers or authorized representatives at any reasonable time and on reasonable prior written notice, to enter its premises and to inspect its plant, machinery, equipment and other real and personal property and their operation, and to examine and copy all of its relevant books of accounts and records; (j) each Loan Party will, in all material respects, remit all sums when due to tax and other Governmental Authorities (including, without limitation, any sums in respect of employees and GST)., and upon request, will provide Lender with such information and documentation in respect thereof as Lender may reasonably require from time to time; Fire & Flower Holdings Corp. April 21, 2020 4.2 The Company shall at all times (k) each Loan Party will comply in all material respects with all Applicable Laws (other than in respect of Cannabis Laws, which shall be complied with in all respects), including without limitation, environmental laws; (l) each Loan Party shall ensure that: i) the requirements of only business related to Cannabis carried on by such Loan Party shall be the Cannabis Business and such business is at all times conducted in compliance with all Cannabis Laws and all applicable lawsCannabis Authorizations; ii) the retail, rulesdistribution and storage of Cannabis in connection with the Cannabis Business of each such Loan Party occurs solely in facilities licenced for such purposes by an applicable Governmental Authority, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent that such facilities are required to be licensed by Applicable Law; and iii) all storefront, retail operations or distribution operations in connection with the Cannabis Business of such Loan Party are conducted where it is lawfully permitted to do so and in the amount customary for companies in similar size compliance with all Cannabis Laws and similar businesses.other Applicable Laws; 4.4 The Company will keep true records (m) each Loan Party shall: i) obtain when required each Cannabis Authorization and books of account in which full, true, maintain such Cannabis Authorizations as valid and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existenceat all times and apply for and obtain each future Cannabis Authorization on or before such time as it shall be required by Cannabis Laws to obtain such Cannabis Authorization; ii) be at all times in compliance with the requirements of the Cannabis Authorizations and do all things required of a holder thereof by Applicable Laws; iii) remain the sole legal and beneficial owner of the Cannabis Authorizations and to not dispose of or abandon any right, rightstitle or interest in any Cannabis Authorization; iv) deliver to the Lender a copy of each Cannabis Authorization upon request of the Lender; and v) pay all taxes, assessments, maintenance fees and other amounts required to be paid to maintain each Cannabis Authorization, other than those taxes, assessments, maintenance fees and other amounts the amount or validity of which is currently being contested in good faith by appropriate proceedings being diligently pursued; (n) Borrower shall deliver, or caused to be delivered, to the Lender promptly (and in any event, within five Business Days) upon receipt thereof: i) any warning, document, letter or notice from any Governmental Authority with respect to the Cannabis Business or Cannabis Activities of a Loan Party not being operated in compliance with Cannabis Laws (except where any such non-compliance with Cannabis Laws is capable of being remedied, and franchises is being diligently remedied, within the time period permitted by the applicable Governmental Authority, but only so long as such Loan Party is not subject to any sanction, fine or penalty during such period); ii) any and all licenses correspondence and notices with respect to any material regulatory or other rights to use patentsinvestigations into the Cannabis Business or Cannabis Activities of a Loan Party, processesincluding, licenseswithout limitation, trademarks, trade names, any changes in a Loan Party’s licensing or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selectedregulatory status, or any firm threatened or actual enforcement actions, including regulatory fines taken by any Governmental Authority; and iii) upon the reasonable request of independent public accountants hereafter employed the Lender, such information necessary to demonstrate compliance with (including the controls implemented for purposes thereof) paragraphs (l), (m) and (n); Fire & Flower Holdings Corp. April 21, 2020 (o) Borrower will promptly advise Lender in writing, giving reasonable details, of: i) the discovery of any contaminant or any spill, discharge or release of a contaminant into the environment from or upon any property of a Loan Party which would reasonably be expected to have a material impact on its business; ii) any event which constitutes, or which with notice, lapse of time or both, would constitute a breach of any provision hereof or an Event of Default; iii) each event which has or is reasonably expected to have a material impact on the business of a Loan Party; iv) any Material Adverse Change regarding any Loan Party, or of any material loss, destruction or damage to its properties and assets; v) the acquisition, creation or existence of any new Subsidiary after the date hereof; and vi) the opening or establishment of an account, or decision to make use of an existing account, with another financial institution through which Borrower intends to conduct its primary banking operations; (p) each Loan Party undertakes that, upon request from Lender, such Loan Party will grant a fixed mortgage and charge to Lender on any or all real property of that Loan Party so designated by Lender. Borrower shall promptly provide to Lender all information reasonably requested by Lender to assist it in that regard. Borrower acknowledges that this undertaking constitutes present and continuing security in favour of Lender, and that Lender may file such caveats, security notices or other filings in regard thereto at any time and from time to time as Lender may determine; (q) each Loan Party shall deliver forthwith to Lender any financial statements and other information as required in this Agreement; (r) each Loan Party will fully pay its respective monetary obligations when due and perform its respective obligations under all leases and agreements relating to each leased location of any material asset charged by the Company are terminatedSecurity Documents; (s) the Borrower shall ensure that at all times the amount of cash in the Cash Collateral Account is no less than $3,000,000; provided that, for certainty, the Company will promptly thereafter notify amount of cash in the Investor and will request Cash Collateral Account on the firm Closing Date shall be no less than $4,275,000; (t) the Borrower shall ensure that at all times the amount of independent public accountants whose services are terminated to deliver to cash in the Investor a letter from such firm setting forth Reserve Account is no less than the reasons for the termination Required Reserve Amount; (u) if as of their services. In the event any date of such terminationdetermination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to LTV Ratio exceeds %, the Investor the Company Borrower shall state whether the change of accountants was recommended immediately, and in any event within three Business Days, either (a) prepay all or approved by the Board of Directors a portion of the Company Borrowings outstanding under Facility #2 or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially (b) deposit cash in the form approved by Cash Collateral Account, in each case, in such amount necessary to, after giving effect to such payment or deposit, cause the Board LTV Ratio to be less than or equal to %; Fire & Flower Holdings Corp. April 21, 2020 (v) each Loan Party shall use commercially reasonable efforts to obtain landlord waivers with respect to each location of Directors; provided, however, that this covenant shall not apply leased property applicable to any person who, by virtue of applicable law, is subject to the same restrictions as those it set forth in Schedule “C”; (w) each Loan Party will maintain in effect policies and procedures designed to promote compliance by such proprietary Loan Party, its Subsidiaries, and their respective directors, officers, employees and agents with all applicable Sanctions, AML Laws and Anti-Corruption Laws; (x) Borrower will promptly, and in any event within 2 Business Days of any amendment, supplement, restatement or other modification to a Convertible Debenture Document, provide the Lender with a certified, true and complete copy of the same; and (y) each Loan Party will provide the Lender with any information agreementor document that it may reasonably require from time to time.

Positive Covenants. Until a Public OfferingEach of the Borrower(s) hereby agrees, undertakes, covenants and assures that it shall comply with the Company, on behalf of itself and all of its subsidiaries, agrees as followsfollowing until the Final Settlement Date: 4.1 (a) The Company Borrower(s) shall maintain comply with all the Laws applicable to them, including Tax laws, anti-money laundering laws and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted)accounting laws. 4.2 (b) The Company Borrower(s) shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations obtain and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect all Consents required for or in relation to: (i) performing their obligations in relation to the Facility and / or under the Transaction Documents; (iii) the execution, delivery and performance by them of their respective obligations under the Transaction Documents; (iii) in relation to the Securities and creation thereof and (iii) for the purpose of making the Transaction Documents enforceable and admissible as evidence in any court, tribunal or before any authority in Xxxxx.Xx the event anysuch Consent is rescinded, terminated, suspended, withheld or ceases to be in full force and effect, then the Borrower(s)shall obtain a fresh Consent within 30 (Thirty) calendar days therefrom such that the effect of rescinding, termination, suspension orwithholdingis negated. (c) The Borrower(s) shall perform all of their respective obligations under the Transaction Documents shall ensure that all Transaction Documents valid and in full force and effect until the Final Settlement Date. (d) If required by the Lender, the Borrower(s) shall provide to the Lenderand their nominees, access to its books of accounts/ audited/ unaudited financials, its bank account details and statements, its corporate existencedocuments / filings (including regulatory filings) and such other books and record of the Borrower(s); as and when required by the Lender. (e) The Borrower(s) acknowledge that the Lender shall have a right (exercisable in its absolute discretion) xxxx themselves or through agents, rightsvisit and inspect the premises of any of the Borrower(s) for verification from time to time, and franchises and all licenses and at the cost of the Borrower(s). (f) The Borrower(s) shall not, directly or indirectly, make or offer any payment, gift or other rights to use patents, processes, licenses, trademarks, trade namesadvantage which is intended to, or copyrights owned does, influence or possessed by it reward any Person (whether or any subsidiary and deemed by not they are in the Company public sector) for acting in breach of an exception of good faith, impartiality or trust or otherwise performing their function improperly. (g) The Borrower(s) shall,from time to be necessary time, share all information relating to the conduct Facility, its nature and amount and the Securities created in relation thereto the Facility, with the’Information Utilities’constituted under the provisions of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selectedInsolvency and Bankruptcy Code,2116, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreementmanner as required under the Code.

Positive Covenants. Until a Public Offering, The Borrower covenants and agrees with the Company, on behalf of itself Lender that the Borrower will: (1) duly and punctually pay to the Lender when due the IRI Loan Indebtedness and observe and perform all of its subsidiariesother obligations hereunder and under the First Tier Loan Note and the Second Tier Loan Note; (2) promptly pay and discharge or cause to be paid and discharged all taxes, agrees as follows:assessments and other governmental charges imposed upon the Trust, upon its property or any part thereof, or upon its income or profits or any part thereof, except that the Borrower shall not be required to pay or cause to be paid any tax, assessment or other governmental charge not yet past due or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained; 4.1 The Company shall (3) preserve and maintain the Trust’s existence, licenses, rights, franchises, and preserve all privileges in the jurisdiction of its properties formation and all authorizations, consents, approvals, orders, licenses, exemptions from or registrations with, any court or governmental department, public body, authority, commission, board, bureau, agency or instrumentality that is necessary for the ownership or useful in the proper conduct leasing of its business properties, and qualify and remain qualified in good working order and condition each jurisdiction in accordance with which such qualification is necessary in view of the general practices ownership or leasing of other corporations of similar size and character its properties; (ordinary wear and tear excepted). 4.2 The Company shall at all times 4) comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court governmental authority, non-compliance with which is likely to materially adversely affect the financial condition or governmental departmentassets of the Trust, commission, board, bureau, agency or other instrumentality except that the Borrower need not comply with a requirement then being contested by it in good faith by appropriate proceedings; (domestic or foreign5) and concurrently with the terms appointment of any indenturereplacement trustee of the Trust, contract cause such replacement trustee to enter into an agreement with the Lender agreeing in its capacity as trustee of the Trust to be bound by this Agreement as Borrower; (6) keep or other instrument cause to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets kept true and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and correct books of account in which fullof the Trust, true, and materially correct entries will be made on the accrual method of all dealings or transactions in relation to its business and affairs accounting in accordance with GAAP applied generally accepted accounting principles consistently applied, in which shall be entered fully and accurately each and every transaction of the Trust and, upon not less than three Business Days advance notice, permit the Lender or the Lender’s designated agent to have access at all reasonable times on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises Business Days to such books of account and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed information reasonably requested by the Company Lender or the Lender’s agent concerning the Trust and to make copies thereof at the Lender’s expense; (7) deliver or cause to be necessary delivered to the conduct Lender: (a) within 45 days of its business.the end of the first three fiscal quarters of the Trust, a copy of the Trust’s quarterly unaudited financial statements, including a balance sheet, a statement of income and expense and a cash flow statement; 4.6 The Company will retain independent public accountants (b) within 120 days of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services year of the Trust, a copy of the Trust’s annual audited financial statements certified by an independent public accountants so selectedaccountant, including a balance sheet, a statement of income and expense and a statement of source and application of funds; (c) concurrently with the delivery to the holder of any Permitted Financial Indebtedness, a copy of all financial statements and other financial reports delivered by the Borrower to such holder; (d) upon receipt thereof from the Headlessee, a copy of all financial statements and other financial information required to be delivered by the Headlessee to the Borrower pursuant to the CNL Headlease; and (e) upon the receipt or sending thereof, as applicable, copies of all material notices, reports and communications (i) between the Borrower and the holder of any Permitted Financial Indebtedness with respect to any existing or pending default by the Borrower in connection with such Permitted Financial Indebtedness, and (ii) regarding material violations affecting the Borrower or any firm Commercial Property; and (8) comply with all requirements for timely filing of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors all returns of the Company Trust under applicable fiscal legislation and pay or any committee thereofcause to be paid all requisite taxes thereunder. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingBORROWER covenants and agrees that, until the Companyfull and final payment of the Liabilities, on behalf of itself and all of its subsidiaries, agrees as followsunless AGENT waives compliance in writing: 4.1 The Company (a) BORROWER will repay the Revolving Loan, in accordance with the terms of the Revolving Notes and this Agreement. (b) Unless otherwise provided herein, BORROWER will repay AGENT's customary service charges associated with any accounts maintained at AGENT. (c) BORROWER will repay all other Liabilities in accordance with the terms thereof and any note and/or notes and/or records of AGENT evidencing the same. 6.2 BORROWER will maintain, preserve and keep its properties and assets or cause the same to be maintained, preserved and kept, in good repair, working order and condition excepting reasonable wear and tear; make or cause to be made all necessary and proper repairs, replacements and renewals thereto as shall maintain from time to time be necessary; and make or cause to be made all necessary and proper substitutions, additions, modifications and improvements as may be necessary to preserve all (a) the value of its properties necessary or useful and assets, (b) their usefulness to BORROWER and (c) their fitness for their intended purposes, provided that nothing in this Section 6.2 shall prevent BORROWER from discontinuing the operation and maintenance of any of its properties and disposing of same if in the proper judgment of BORROWER such is desirable in the conduct of its business and such discontinuance and disposition do not in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted)aggregate have a Materially Adverse Effect on BORROWER. 4.2 The Company shall (a) BORROWER will pay as they become due, all taxes (or will provide adequate reserves therefor), assessments, levies and other governmental charges, by whatever name called, that may at all times comply any time be lawfully assessed or levied against or with respect to BORROWER, the Collateral or any other property acquired by BORROWER in all material respects with substitution for, as a renewal or replacement of, or modification, improvement or addition to the requirements Collateral (including, but not by way of all applicable lawslimitation, rulesany tax, regulations and orders of any court or governmental department, commission, board, bureau, agency assessment or other instrumentality (domestic governmental charge which, if not paid, will become a lien or foreigncharge upon the Collateral) and will also pay all utilities and other charges incurred in the terms operation, maintenance, use and upkeep of the Collateral or any indenture, contract or other instrument to which it may be a party or under which it or its properties may be boundpart thereof. 4.3 The Company will keep its assets (b) If any lien shall be claimed which in AGENT's opinion might possibly create a valid obligation having priority over the rights granted to it herein, AGENT may, on prior notice to BORROWER, pay such taxes, assessments, charges or claims, and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by firethe amount thereof, extended coveragetogether with interest at the Default Rate, explosion and other hazards, risks and liabilities shall be added to the extent and in the amount customary for companies in similar size and similar businessesLiabilities hereby secured. 4.4 The Company 6.4 BORROWER will keep true records (a) preserve and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, (b) maintain all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business except if no Materially Adverse Effect results from the loss of any such rights, privileges and franchises and all licenses (c) conduct its business in an orderly and other rights regular manner. 6.5 At any time or from time to use patentstime when in the reasonable opinion of AGENT or its counsel it shall be necessary or desirable, processesBORROWER will execute, licenses, trademarks, trade names, acknowledge and deliver or copyrights owned or possessed by it or any subsidiary and deemed by the Company cause to be necessary executed, acknowledged and delivered any supplement hereto or other mortgage, document, instrument, agreement, UCC-1 Financing Statement, UCC-3 Financing Statement, invoice, bill of lading, shipping dxxxxent and receipt or other writing as may reasonably be required for perfecting the liens and security interests granted to AGENT hereunder, correcting any inadequate or incorrect description of the conduct Collateral or carrying out the intention of its business. 4.6 The Company will retain independent public accountants or facilitating the performance of recognized standing who shall certify the Company's financial statements at the end any term, covenant or condition of each fiscal yearthis Agreement. In the event the services BORROWER fails to abide by this Section within 10 days from AGENT's request, AGENT may execute all of the independent public accountants so selected, or any firm above instruments on behalf of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereofBORROWER. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingThe Borrower irrevocably and unconditionally covenants and undertakes that so long as any Obligations remain outstanding, and until the CompanyFinal Settlement Date, on behalf of itself it shall: (a) maintain its corporate existence (to the extent applicable) and all of its subsidiariesrights and privileges enjoyed and obtain, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance comply with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument and do all that is necessary to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect all Approvals required to enable it to lawfully carry on its corporate existencebusiness; (b) obtain, rights, comply with the terms of and franchises and do all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be that is necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor maintain in full force and will request the firm of independent public accountants whose services are terminated effect all Approvals as may be required to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by enable it to enter into a proprietary information agreement substantially and perform its obligations under the Finance Documents and the transactions contemplated thereby and to ensure the legality, validity, enforceability or admissibility in evidence of the Finance Documents and this Agreement; (c) comply with all Applicable Laws and the terms and conditions of the Approvals; (d) pay regularly all Taxes, assessments, dues, duties and impositions as may, from time to time be payable to any Governmental Authority; (e) comply in all respects with the terms of the Finance Documents; (f) use reasonable commercial efforts to do or cause to be done everything which is necessary, in the form approved reasonable opinion of the Lender, to create and perfect the security with respect to the Pledged Shares pursuant to the Finance Documents (including, without limitation, any further registration or filing in respect of the security); (g) pay or reimburse to the Lender all charges, Taxes or penalties imposed on or in pursuance of this Agreement or on any instruments, issued hereunder, payable in relation to the interest amounts on the pre-paid Loan amount paid to the Lender; (h) perform and execute, on the request of the Lender, such acts and deeds, as may be reasonably necessary and/or required to carry out the intent of the Finance Documents; and (i) do all such acts and things as may be reasonably required by the Board Lender to protect the interest of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreementLender under the Finance Documents.

Positive Covenants. Until a Public OfferingUnless otherwise agreed to in writing by the Board and the Investor Director, the Company, on behalf of itself and all of its subsidiaries, Company agrees as follows: 4.1 (a) The Company will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or levies imposed upon the income, profits, property, or business of the Company or any Subsidiary; provided, however, that any such tax, assessment, charge, or levy need not be paid if the validity thereof shall maintain currently be contested in good faith by appropriate proceedings and preserve if the Company shall have set aside on its books adequate reserves with respect thereof, and provided further, that the Company will pay all such taxes, assessments, charges, or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor. The Company will promptly pay or cause to be paid when due, or in conformance with customary trade terms, all other indebtedness incident to the operations of the Company and any Subsidiary; (b) The Company will keep its properties and those of its properties necessary or useful in the proper conduct of its business Subsidiaries in good repair, working order order, and condition in accordance with the general practices of other corporations of similar size and character (ordinary condition, reasonable wear and tear excepted). 4.2 The , and from time to time make all necessary and proper repairs, renewals, replacements, additions, and improvements thereto in accordance with its current practices; and the Company shall and its Subsidiaries will at all times comply in with the provisions of all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument leases to which it may be any of them is a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those any of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities them occupies property so as to prevent any material adverse effect to the extent business, assets or property of the Company and in the amount customary for companies in similar size and similar businesses.its Subsidiaries; 4.4 (c) The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP generally accepted accounting principles applied on a consistent basis.; 4.5 (d) The Company and all its Subsidiaries shall use their best efforts to duly observe and conform to all valid requirements of governmental authorities which are material to the conduct of their businesses or to their property or assets; and (e) The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all material licenses and other material rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants (f) Upon an Event of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminatedDefault, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its shall immediately delivery written notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors each of the Company Investors stating (i) the nature and cause of the Event of Default, (ii) when the Event of Default occurred, and (iii) any action taken or any committee thereofto be taken (if any) to remedy such Event of Default. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering, the Company, on behalf The Borrower (in respect of itself and all Restricted Subsidiaries) undertakes with each of its subsidiariesthe Finance Parties that, agrees from the date of this Agreement and so long as followsany moneys are owing under this Agreement or remain available for drawing by the Borrower, it will: 4.1 The Company shall maintain (a) subject to clauses 11.2 and 11.3, do or cause to be done all things necessary to preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existenceexistence and the existence of each of its Restricted Subsidiaries in accordance with the respective organisational or constitutional documents of the Borrower and each Restricted Subsidiary and the rights (whether pursuant to charter, rightspartnership certificate, agreement, statute or otherwise), licenses and franchises of the Borrower and all licenses and other rights each Restricted Subsidiary provided that the Borrower shall not be required to use patentspreserve any such right, processes, licenses, trademarks, trade nameslicense or franchise, or copyrights owned the existence of any Restricted Subsidiary, if the maintenance or possessed by it preservation thereof is, in the judgment of the Borrower, no longer desirable in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole; (b) pay or discharge and shall cause each of its Restricted Subsidiaries to pay or discharge, or cause to be paid or discharged, before the same shall become delinquent: (i) all material taxes, assessments and governmental charges levied or imposed upon: (A) the Borrower or any subsidiary such Restricted Subsidiary; (B) the income or profits of any such Restricted Subsidiary which is a corporation or other corporate entity; or (C) the property of the Borrower or any such Restricted Subsidiary; and (ii) all material lawful claims for labour, materials and deemed supplies that, if unpaid, might by law become a lien or an encumbrance upon the property of the Borrower or any such Restricted Subsidiary, provided that the Borrower shall not be required to pay or discharge, or cause to be paid or discharged, any such tax, assessment, charge or claim (x) the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established to the extent required by generally accepted accounting principles or (y) if failure to do so would not (as determined by the Company Borrower in good faith) reasonably be expected to be necessary to have a material adverse effect on the financial condition, results of operations or business of the Borrower and its Restricted Subsidiaries taken as a whole or (z) if any resulting Encumbrance constitutes a Permitted Encumbrance or otherwise complies with clause 11.2(g); (c) cause all properties used or useful in the conduct of its business. 4.6 The Company business or the business of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will retain independent public accountants of recognized standing who shall certify cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the Company's financial statements at the end of each fiscal year. In the event the services judgment of the independent public accountants Borrower may be necessary so selected, or any firm of independent public accountants hereafter employed by that the Company are terminated, the Company will promptly thereafter notify the Investor business carried on in connection therewith may be properly and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially advantageously conducted at all times provided that nothing in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.clause 11.1

Positive Covenants. Until a Public Offering, The Borrower covenants and agrees with the Company, on behalf of itself Lender that the Borrower will: (1) duly and punctually pay to the Lender when due the CNL Partners Loan Indebtedness and observe and perform all of its subsidiariesother obligations hereunder and under each of the First Tier Loan Note, agrees as follows:the Second Tier Loan Note and the Subordinated Junior Loan Note; 4.1 The Company (2) promptly pay and discharge or cause to be paid and discharged all taxes, assessments and other governmental charges imposed upon the Trust, upon its property or any part thereof, or upon its income or profits or any part thereof, except that the Borrower shall not be required to pay or cause to be paid any tax, assessment or other governmental charge not yet past due or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained; (3) preserve and maintain the Trust’s existence, licenses, rights, franchises, and preserve all privileges in the jurisdiction of its properties formation and all authorizations, consents, approvals, orders, licenses, exemptions from or registrations with, any court or governmental department, public body, authority, commission, board, bureau, agency or instrumentality that is necessary for the ownership or useful in the proper conduct leasing of its business properties, and qualify and remain qualified in good working order and condition each jurisdiction in accordance with which such qualification is necessary in view of the general practices ownership or leasing of other corporations of similar size and character its properties; (ordinary wear and tear excepted). 4.2 The Company shall at all times 4) comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court governmental authority, non-compliance with which is likely to materially adversely affect the financial condition or governmental departmentassets of the Trust, commission, board, bureau, agency or other instrumentality except that the Borrower need not comply with a requirement then being contested by it in good faith by appropriate proceedings; (domestic or foreign5) and concurrently with the terms appointment of any indenturereplacement trustee of the Trust, contract cause such replacement trustee to enter into an agreement with the Lender agreeing in its capacity as trustee of the Trust to be bound by this Agreement as Borrower; (6) keep or other instrument cause to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets kept true and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and correct books of account in which fullof the Trust, true, and materially correct entries will be made on the accrual method of all dealings or transactions in relation to its business and affairs accounting in accordance with GAAP applied generally accepted accounting principles consistently applied, in which shall be entered fully and accurately each and every transaction of the Trust and, upon not less than three Business Days advance notice, permit the Lender or the Lender’s designated agent to have access at all reasonable times on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises Business Days to such books of account and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed information reasonably requested by the Company Lender or the Lender’s agent concerning the Trust and to make copies thereof at the Lender’s expense; (7) deliver or cause to be necessary delivered to the conduct Lender: (a) within 45 days of its business.the end of the first three fiscal quarters of the Trust, a copy of the Trust’s quarterly unaudited financial statements, including a balance sheet, a statement of income and expense and a cash flow statement; 4.6 The Company will retain independent public accountants (b) within 120 days of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services year of the Trust, a copy of the Trust’s annual audited financial statements certified by an independent public accountants so selectedaccountant, including a balance sheet, a statement of income and expense and a statement of source and application of funds; (c) concurrently with the delivery to the holder of any Permitted Financial Indebtedness, a copy of all financial statements and other financial reports delivered by the Borrower to such holder; (d) upon receipt thereof from the Headlessee, a copy of all financial statements and other financial information required to be delivered by the Headlessee to the Borrower pursuant to the CNL Headlease; and (e) upon the receipt or sending thereof, as applicable, copies of all material notices, reports and communications (i) between the Borrower and the holder of any Permitted Financial Indebtedness with respect to any existing or pending default by the Borrower in connection with such Permitted Financial Indebtedness, and (ii) regarding material violations affecting the Borrower or any firm Commercial Property; and (8) comply with all requirements for timely filing of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors all returns of the Company Trust under applicable fiscal legislation and pay or any committee thereofcause to be paid all requisite taxes thereunder. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingThe Chargor hereby expressly covenants with the Chargee that the Chargor will at all times during the continuance of this Charge:- (a) keep all structures or fixtures now or at any time hereafter erected on or affixed to the Property in tenantable repair and condition. In default whereof it shall be lawful for but not obligatory upon the Chargee to carry out such repairs and if the Chargee shall carry out such repairs, the Companycosts and expenses thereof shall be for the account of the Chargor; (b) permit the Chargee and its agents and workmen at all reasonable times of the day to enter upon the Property and have access to any fixture thereon and to view and inspect the condition or repair thereof; (c) comply with and observe all the conditions restrictions and category of use, express or implied, imposed upon, relating to, or affecting the Property or to which the Property is subject as well as the provisions of any Act of Parliament ordinance or enactment for the time being in force and of any rule or order made thereunder affecting the same; (d) pay the quit rent, assessment, rates, taxes, service charges and all outgoing whatsoever payable from time to time in respect of the Property as and when the same shall become due and payable. In default it shall be lawful for but not obligatory upon the Chargee to pay the same or any part thereof and upon such payments by the Chargee all sums so paid shall be for the account of the Chargor; (e) inform the Chargee of any application, demand, notice, order whatsoever, or any other notice, document or transaction in any way affecting or concerning the Property or any part thereof forthwith upon its issue, publication or service (time being of the essence in respect thereof) and produce the same to the Chargee whether demanded or not and the Chargee shall do all acts and take all steps necessary or expedient to safeguard and preserve the Property or any part thereof or the right, title or ownership thereto and the Chargee may if it thinks fit and on behalf of itself and all of its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order name and condition in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services expense of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by Chargor do all such acts and employ all such persons as the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons Chargee shall deem fit for the termination purpose of their services. In safeguarding and preserving the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.Property;

Positive Covenants. Until a Public OfferingThe Borrower irrevocably and unconditionally covenants and undertakes that so long as any Obligations remain outstanding, and until the CompanyFinal Settlement Date, on behalf of itself it shall: (a) maintain its corporate existence (to the extent applicable) and all of its subsidiariesrights and privileges enjoyed and obtain, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance comply with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument and do all that is necessary to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect all Approvals required to enable it to lawfully carry on its corporate existencebusiness; (b) obtain, rights, comply with the terms of and franchises and do all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be that is necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor maintain in full force and will request the firm of independent public accountants whose services are terminated effect all Approvals as may be required to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by enable it to enter into a proprietary information agreement substantially and perform its obligations under the Finance Documents and the transactions contemplated thereby and to ensure the legality, validity, enforceability or admissibility in evidence of the Finance Documents and this Agreement; (c) comply with all Applicable Laws and the terms and conditions of the Approvals; (d) pay regularly all Taxes, assessments, dues, duties and impositions as may, from time to time be payable to any Governmental Authority; (e) comply in all respects with the terms of the Finance Documents; (f) use reasonable commercial efforts to do or cause to be done everything which is necessary, in the form approved reasonable opinion of the Lender, to create and perfect the security with respect to the Pledged GDRs pursuant to the Finance Documents (including, without limitation, any further registration or filing in respect of the security); (g) pay or reimburse to the Lender all charges, Taxes or penalties imposed on or in pursuance of this Agreement or on any instruments, issued hereunder, payable in relation to the interest amounts on the pre-paid Loan amount paid to the Lender; (h) perform and execute, on the request of the Lender, such acts and deeds, as may be reasonably necessary and/or required to carry out the intent of the Finance Documents; and (i) do all such acts and things as may be reasonably required by the Board Lender to protect the interest of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreementLender under the Finance Documents.

Positive Covenants. Until a Public OfferingIn consideration of the Sukukholders from time to time subscribing for the Sukuk Ijarah, the CompanyIssuer hereby irrevocably and unconditionally undertakes and covenants, on behalf to the Sukuk Trustee for the benefit of itself all Sukukholders and as an integral part of the terms and conditions of the Sukuk Ijarah that for so long as any monies remains to be paid under the Sukuk Ijarah and the Transaction Documents, it shall:- (a) ensure that DTCQ remains at all of its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful times a controlling shareholder with no less than twenty percent (20%) (direct and/or indirect) effective shareholdings in the proper conduct issued and paid-up capital of PCB. In the event that PCB issues additional shares which are not subscribed by DTCQ (whether directly or indirectly), the Issuer shall ensure that DTCQ is still to remain at all times a shareholder of PCB with no less than fifteen percent (15%) (direct and/or indirect) shareholdings in PCB; (b) perform all obligations expressed to be assured by it under the Transaction Documents; (c) at all times maintain the Minimum Balance in the Finance Service Reserve Account in the manner as provided in the relevant Security Documents; (d) comply with all applicable and relevant laws and regulations with regards to the Sukuk Ijarah; (e) exercise reasonable diligence in carrying out its business in good working order a proper and efficient manner which should ensure, amongst others that all necessary approvals or relevant licenses are obtained; (f) notify the Sukuk Trustee in writing immediately of:- (i) any circumstances that has occurred that would materially prejudice the Issuer , the securities created under the Security Documents and any other matter that may materially prejudice the interests of the Sukukholders; (ii) any claims against it which could have Material Adverse Effect upon the ability of the Issuer to perform its obligations under the Transaction Documents to which it is a party and shall defend itself against such claims; (iii) any change in the withholding tax position or taxing jurisdiction of the Issuer insofar as it affects the payment obligations of the Issuer; (iv) any change in the utilisation of proceeds from the Sukuk Ijarah where the Transaction Documents sets out a specific purpose for which proceeds are to be utilised; (v) any substantial change in the nature of the business of the Issuer; (vi) any material change in the directorship, management and shareholder or any other changes that may materially and adversely affect its business condition (financial or otherwise); (vii) any Event of Default or any right or remedy under the terms, provisions or covenants of the Sukuk Ijarah, this Trust Deed or the Transaction Documents shall have become immediately enforceable. (g) maintain and keep proper books and accounts at all times in compliance with applicable statutory requirements and in accordance with generally accepted accounting principles in Malaysia and subject to reasonable advance written notice being given to the general practices of other corporations of similar size Issuer, provide the Sukuk Trustee and character (ordinary wear any person appointed by it e.g. auditors access to such books and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities accounts to the extent permitted by law; (h) maintain a Paying Agent in Malaysia and procure the Paying Agent to notify the Sukuk Trustee, through the Facility Agent, in the amount customary for companies in similar size event the Paying Agent does not receive payment from the Issuer on the due dates as required under the Transaction Documents; (i) preserve and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, all consents and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to for the conduct of its business.; 4.6 The Company will retain independent public accountants (j) maintain and/or cause to be maintained such takaful/insurances with a licensed takaful/insurance company or companies in respect of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services its assets and business against all risks which a reasonable company carrying on a business similar to that of the independent public accountants so selected, Issuer would normally insure; (k) redeem in full all outstanding Sukuk Ijarah in accordance with the terms and conditions of the Transaction Documents (including but not limited to redeeming the Sukuk Ijarah on the relevant Maturity Date(s) or any firm of independent public accountants hereafter employed by other date on which the Company Sukuk Ijarah are terminated, due and payable); (l) utilise the Company will promptly thereafter notify issue proceeds from the Investor and will request Sukuk Ijarah for the firm of independent public accountants whose services are terminated to purpose as represented in the Sukuk Programme Agreement; and (m) deliver to the Investor a letter from such firm setting forth Security Agent or the reasons for Solicitors the termination original issue document of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice title pertaining to the Investor New Land immediately upon issuance of the Company shall state whether the change of accountants was recommended or approved same registered in its name by the Board state authority of Directors of the Company or any committee thereofPenang. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering, Each Borrower covenants with each of the Company, on behalf Agents and with each of itself and all the Lenders that so long as there shall remain any Borrowings or any other obligations of its subsidiaries, agrees as followsor affecting any party to this Agreement: 4.1 The Company shall maintain (a) it will pay duly and preserve punctually all sums of its properties necessary or useful money due by it under this Agreement at the times and places and in the manner provided for herein and will cause each Guarantor to do likewise under its guarantee; (b) subject to Section 8.3(e), it will maintain, and cause each Subsidiary (other than Immaterial Subsidiaries and Unrestricted Entities) to maintain, its existence, corporate and otherwise, in good standing; (c) it will carry on diligently and conduct its business in a proper conduct and efficient manner so as to preserve and protect its properties, assets and income in a prudent manner consistent with usual industry practice and the preservation of its business and assets, and it will cause its Subsidiaries to do the same in good working order respect of their respective businesses and condition assets and, in accordance particular, without limiting the foregoing, it will not alter its business plan so as to change materially the nature or scope of business, operations or activities currently carried on by it or its Subsidiaries, without obtaining the prior written consent of the Majority Lenders (which consent shall not be unreasonably withheld); (d) it will maintain or cause to be maintained, with responsible and reputable insurers, insurance with respect to its properties, assets and business and the general practices respective properties, assets and businesses of its Subsidiaries against such casualties and contingencies (including public liability) and in such types and in such amounts and with such deductibles and other corporations provisions as are customarily maintained or caused to be maintained by persons engaged in the same or similar businesses in the same territories under similar conditions; (e) it will and will cause its Subsidiaries to, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such other acts, agreements, instruments and assurances in law as the Agents or Lenders’ Counsel shall reasonably require for the better accomplishing and effectuating of similar size the intentions and character provisions of the Loan Documents; (ordinary wear f) it will and tear excepted). 4.2 The Company shall will cause its Subsidiaries to, do, observe and perform all material matters and things necessary or expedient to be done, observed or performed under the laws of any jurisdiction where it or any of its Subsidiaries carry on business where required for the purpose of carrying on and conducting its business and owning and possessing its properties and assets and, without limitation, it will maintain at all times comply in full force and effect all material certificates, permits, licenses and other approvals required to operate its and their business’ properties and assets; for greater certainty and without in any way limiting the generality of the foregoing: (i) each Borrower and each of its Subsidiaries shall be at all times in compliance in all material respects with the requirements of all applicable lawsEnvironmental Laws; (ii) each Borrower shall ensure that each of the real properties or premises owned, rulesleased or occupied by it or any of its Subsidiaries is free from contamination by a release, regulations and orders discharge or emission of any court Hazardous Material; and (iii) each Borrower and each of its Subsidiaries shall maintain in effect and enforce policies and procedures designed to ensure compliance by such Borrowers and Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions; (g) it will promptly pay or governmental departmentcause to be paid all Taxes levied, commissionassessed or imposed upon it and/or its Subsidiaries, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or and/or its properties may be bound. 4.3 The Company will keep its and assets and or those of its subsidiaries insured Subsidiaries or any part thereof and/or upon its income and profits or that of its Subsidiaries, as and when the same shall become due and payable save when and so long as any such Taxes are in good faith contested by financially sound and reputable insurers against loss it or damage by fire, extended coverage, explosion and other hazards, risks and liabilities those of its Subsidiaries as may be affected thereby; (h) it will furnish to the extent Canadian Agent in sufficient quantities to provide one (1) copy to each Lender and each Agent: (i) as soon as available and in any event within 45 days after the amount customary end of each Quarter of each Fiscal Year except for companies the last Quarter of each Fiscal Year of the Canadian Borrower: (A) the unaudited consolidated financial statements of the Canadian Borrower as of the end of such Quarter to be prepared in similar size accordance with GAAP; (B) a certificate accompanying the financial statements required to be delivered in accordance with Section 8.2(h)(i)(A), in the form set out in Schedule “G” attached (without personal liability) from the president, the chief financial officer or corporate controller of the Canadian Borrower: (1) confirming that such financial statements have not been prepared in a manner and similar businesses.do not contain any statement which is inconsistent with GAAP, subject to audit and year end adjustment and as may be required to exclude Unrestricted Entities from the consolidation; 4.4 The Company will keep true records (2) containing sufficient information to permit each Lender to determine whether the financial covenants contained in Section 8.4 are being maintained, including any adjustments to Consolidated EBITDA as the result of Normalizing Adjustments; (3) certifying that, as of the last day of such Quarter, and, to the best knowledge of such officer, as of the date of such certificate, no Default or Event of Default has occurred and books of account in which full, true, is continuing; (4) providing a report on outstanding hedging contracts entered into by the Canadian Borrower and materially correct entries will be made its Subsidiaries and the amounts secured under Permitted Hedging Agreements; and (5) providing a report on the aggregate initial investment value of all dealings or transactions Unrestricted Entities which continue to qualify as Unrestricted Entities as at the end of such period; (ii) as soon as practicable and in relation any event within 90 days after the end of each Fiscal Year of the Canadian Borrower: (A) a copy of the audited consolidated financial statements of the Canadian Borrower as of the end of such Fiscal Year, such financial statements of the Canadian Borrower to its business and affairs be prepared in accordance with GAAP; (B) accompanying the audited consolidated financial statements of the Canadian Borrower shall be a report thereon by independent auditors of recognized standing confirming, without qualification, that such financial statements of the Canadian Borrower have been prepared in accordance with GAAP applied on and, copies of such auditors’ recommendations, if any; and (C) a consistent basis.certificate accompanying the financial statements required to be delivered in accordance with Section 8.2(h)(ii)(A), in the form set out in Schedule “G” attached (without personal liability) of the president, chief financial officer or corporate controller of the Canadian Borrower: 4.5 The Company shall maintain (1) containing sufficient information to permit each Lender to determine whether the financial covenants contained in full force and effect its corporate existenceSection 8.4 are being maintained, rightsincluding details of any adjustments to Consolidated EBITDA as the result of Normalizing Adjustments; (2) certifying that as of the last day of such Fiscal Year, and franchises to the best of the knowledge of such officer, as of the date of such certificate, no Default or Event of Default has occurred and all licenses is continuing; (3) providing a breakdown of the EBITDA for each Borrower and other rights to use patentsits Subsidiaries, processeson an individual basis, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed as at the last day of such Fiscal Year; (4) providing a report on outstanding hedging contracts entered into by the Company Canadian Borrower and its Subsidiaries and the amounts secured under Permitted Hedging Agreements; and (5) providing a report on the aggregate initial investment value of all Unrestricted Entities which continue to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements qualify as Unrestricted Entities as at the end of each fiscal year. In the such period; (iii) as soon as possible and in any event the services within ten (10) Business Days after any Borrower or any of its Subsidiaries receives (A) notice of the independent public accountants so selectedcommencement thereof, notice of any actions or proceedings against it or any of its Affiliates or against any of the property of a Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, which, if determined adversely, would have a material adverse effect on the financial condition or operations of any Borrower or its Subsidiaries, taken as a whole and (B) a copy of any Violation Notice received by a Borrower or any of its Subsidiaries; (iv) within 90 days of the beginning of each Fiscal Year of the Canadian Borrower, the Canadian Borrower’s annual business plan and financial projections, including profit and loss statements, cash-flow statements, balance sheets and projected capital expenditures for the Fiscal Year then begun; such business plan and financial projections not to be prepared in a manner nor contain any statement which is inconsistent with GAAP; (v) promptly upon request, such other information concerning the financial affairs or operations of any Borrower or any of its Subsidiaries as the Canadian Agent or the U.S. Agent, as the case may be, may reasonably request from time to time including for greater certainty financial statements of the U.S. Borrower and if requested by the Canadian Agent (acting reasonably and notwithstanding the reporting requirement in Section 8.2(h)(ii)(C)(3)), the EBITDA of each Subsidiary; (i) it will permit from time to time to the Canadian Agent and the U.S. Agent or their representatives or advisers access to its premises, assets and records of meetings of directors and/or of shareholders upon reasonable (both as to timing and advance notice) request of such Agent; (j) it will give to the Canadian Agent or the U.S. Agent prompt notice of any Event of Default or any event, of which it is aware, which, with the giving of notice and/or the lapse of time or both, would constitute an Event of Default; (k) it will ensure that all Guarantees are entered into pursuant to and in accordance with this Agreement; (l) it will cause any Person (i) who after the date hereof is newly incorporated or newly acquired and meets the criteria set forth in the definition of Guarantor (such entity, a “New Guarantor”), to execute and deliver, within sixty (60) days thereof, or any firm such longer period as the Agent may consent to, or (ii) that existed as at the Effective Date and who subsequently meets the criteria set forth in the definition of independent public accountants hereafter employed by Guarantor, to execute and deliver, as soon as reasonably practicable, a Guarantee (together with favourable supporting legal opinions) to the Company are terminatedCanadian Agent; provided that, if such Person ceases to meet the criteria set forth in the definition of Guarantor, in accordance with the terms of this Agreement, the Company Canadian Agent will promptly thereafter notify grant releases and discharges of such Person’s Guarantee; (m) it will ensure that all Shareholders’ Agreements entered into after the Investor Effective Date contain the requirements set forth in Section 5.3(a)(iv) hereof; (n) prior to making an investment in a business (other than Unrestricted Entities) (whether or not the investment is intended to be financed by way of Borrowings under the Facilities) it shall provide the Canadian Agent with a “snapshot” summary description of such investment in form and will request the firm of independent public accountants whose services are terminated to deliver substance satisfactory to the Investor a letter from Canadian Agent and shall include in such firm setting forth the reasons for the termination of their services. In the event of summary description confirmation that such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directorsentity is an Eligible Business; provided, however, that this covenant such “snapshot” summary shall not be required in connection with any such investments equalling less than U.S.$100,000,000; provided, further, that no such investment shall be made in an entity that is not an Eligible Business; and (o) it shall promptly, and in any event within ten (10) Business Days of the investment, notify the Canadian Agent of each investment (including by way of intercompany loans or other financial assistance) in any Unrestricted Entity and shall ensure that at all times investments in Unrestricted Entities do not exceed an aggregate initial investment value in excess of U.S.$75,000,000. The Borrowers shall be permitted to remove an entity from its qualification as an Unrestricted Entity at any time by giving written notice to the Canadian Agent and thereafter all provisions hereunder with respect to the Subsidiaries of the Borrower (other than provisions specifically relating to Unrestricted Entities) shall apply to any person who, by virtue such entity in the event such entity is a Subsidiary of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreementa Borrower.

Positive Covenants. Until a Public OfferingSection 5.1 GUARANTOR covenants and agrees that until the full and final payment of the Liabilities, the Company, on behalf of itself and all of its subsidiaries, agrees as followsunless LENDER waives compliance in writing: 4.1 The Company (a) GUARANTOR will maintain, preserve and keep its properties and assets or cause the same to be maintained, preserved and kept in good repair, working order and condition excepting reasonable wear and tear; make or cause to be made all necessary and proper repairs, replacements and renewals thereto as shall maintain from time to time be necessary; and make or cause to be made all necessary and proper substitutions, additions, modifications and improvements as may be necessary to preserve all (1) the value of GUARANTOR's properties and assets, (2) their usefulness to GUARANTOR and (3) their fitness for their intended purposes, provided that nothing in this Section 5.1(a) shall prevent GUARANTOR from discontinuing the operation and maintenance of any of its properties necessary or useful and disposing of same if in the proper judgment of GUARANTOR such is desirable in the conduct of its business and such discontinuance and disposition do not in good working order the aggregate have a Materially Adverse Effect with respect to GUARANTOR. (b) GUARANTOR will pay as they become due, all taxes (or will provide adequate reserves therefor), assessments, levies and condition other governmental charges, by whatever name called, that may at any time be lawfully assessed or levied against or with respect to GUARANTOR and its assets (including, but not by way of limitation, any tax, assessment or other governmental charge which, if not paid, will become a lien or charge upon any such assets and will also pay all utilities and other charges incurred in accordance the operation, maintenance, use and upkeep of any such assets. (c) GUARANTOR agrees that in the event that the Collateral or any part thereof shall be impaired by LENDER or damaged or partially or totally destroyed (1) there shall be no abatement or reduction in the amounts payable hereunder and (2) GUARANTOR's obligations hereunder shall continue in full force and effect. (d) GUARANTOR will preserve and maintain GUARANTOR's corporate existence, maintain all of GUARANTOR's rights, privileges and franchises necessary or desirable in the normal conduct of GUARANTOR's business, conduct GUARANTOR's business in an orderly and regular manner, not dissolve or otherwise dispose of all or a substantial part of GUARANTOR's assets and not consolidate with the general practices of or merge into another corporation or permit one or more other corporations to consolidate with or merge into GUARANTOR except that (1) GUARANTOR may merge with and into BORROWER so long as BORROWER is the survivor and (2) GUARANTOR may merge into (with GUARANTOR as the surviving corporation) a corporation which, immediately prior to such merger, has no substantial assets other than shares of similar size and character GUARANTOR’s common stock or no substantial liabilities other than liabilities directly related to the purchase of said shares of GUARANTOR’s common stock or directly related to the said merger transaction (ordinary wear and tear exceptedthe “Merger”), with GUARANTOR in all the foregoing cases being a wholly-owned subsidiary of National Patent Development Corporation immediately after the effectiveness of the Merger. 4.2 The Company (e) At any time or from time to time when in the reasonable opinion of LENDER or its counsel it shall be necessary or desirable, GUARANTOR will execute, acknowledge and deliver or cause to be executed, acknowledged and delivered any supplement hereto or other document, instrument, agreement or other writing as may reasonably be required for carrying out the intention of or facilitating the performance of any term, covenant or condition of this Guaranty or the Loan Agreement. In the event GUARANTOR fails to abide by this Section or in the event that LENDER in its sole discretion believes time is of the essence, LENDER may execute all the above instruments on behalf of GUARANTOR. (1) GUARANTOR understands that the Loan Agreement requires BORROWER to provide LENDER with quarterly consolidated and annual consolidated and consolidating financial statements for BORROWER and GUARANTOR. (2) GUARANTOR acknowledges that obligations and agrees to be bound thereby to the same extent as if those obligations were set forth herein at length. (g) GUARANTOR will notify LENDER in writing within a reasonable time (which shall in no event exceed ten business days) of the commencement or threat of any litigation against GUARANTOR which, if determined adversely to GUARANTOR would result in GUARANTOR's dissolution or liquidation, prevent or materially impair GUARANTOR from conducting GUARANTOR's business substantially as now conducted, prevent or materially impair GUARANTOR from repaying the Liabilities or otherwise faithfully performing its obligations under this Guaranty or result in a Materially Adverse Effect with respect to GUARANTOR. Without intending to limit the generality of the foregoing or constituting an admission of the applicability of the standard set forth in the preceding sentence, any litigation which seeks monetary damages (whether compensatory or punitive) from GUARANTOR in an aggregate amount in excess of $50,000.00 which is not covered by insurance shall be deemed to constitute litigation of a character which must be reported to LENDER. (h) GUARANTOR will at all times comply in with, or cause to be complied with, all material respects with the requirements of all applicable laws, statutes, rules, regulations regulations, orders and orders directions of any court or governmental departmentauthority having jurisdiction over GUARANTOR and GUARANTOR's business except to the extent such non-compliance would not have a Materially Adverse Effect with respect to GUARANTOR. Section 5.2 LENDER shall have full access to, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms right, through its officers, agents, attorneys or accountants and at GUARANTOR's expense to: examine, check, inspect and make abstracts and copies from GUARANTOR's books, records, audits, correspondence, and all other papers; enter upon GUARANTOR's premises during business hours and from time to time, for the foregoing purpose. Section 5.3 Nothing herein contained shall be construed to constitute LENDER as GUARANTOR's agent for any purpose whatsoever and LENDER shall not be responsible nor liable for any shortage, discrepancy, damage, loss or destruction of any indenturepart of the Collateral wherever the same may be located and regardless of the cause thereof. LENDER shall not, under any circumstances, or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom. LENDER does not, by anything herein or in any assignment or otherwise, assume any obligations of GUARANTOR under any Account, contract or other instrument agreement assigned to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, trueLENDER, and materially correct entries will LENDER shall not be made responsible in any way for the performance by GUARANTOR of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor terms and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee conditions thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering, The Issuer covenants and undertakes with the Company, on behalf Security Trustee for the benefit of itself and all of its subsidiaries, agrees the Secured Creditors as follows: 4.1 The Company shall maintain (a) at all times to carry on and preserve all of conduct its properties necessary or useful affairs in the a proper conduct of its business in good working order and condition efficient manner and in accordance with its constitutive documents and all laws and regulation applicable to it and comply and perform all its obligations under each Transaction Document; (b) to give to the general practices Security Trustee within a reasonable time after request such certificates, opinions, information and evidence as it shall require and in such form as it shall reasonably require, including without prejudice to the generality of the foregoing the procurement by the Issuer of all such certificates called for by the Security Trustee pursuant to this Deed or any other corporations Transaction Document for the purpose of similar size the discharge or exercise of the duties, trusts, powers, authorities and character discretions vested in it under these presents or any other Transaction Document to which the Security Trustee is a party or by operation of law and the Security Trustee may rely on the contents of such certificates, opinions, information and evidence as conclusive evidence of the matters stated therein or the matters to which they relate and shall incur no liability to any person for so doing; (ordinary wear c) to cause to be prepared and tear excepted).certified by its Auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements for the time being; 4.2 The Company shall (d) at all times comply to keep or procure the keeping of proper books of account and records and allow the Security Trustee and any person or persons appointed by the Security Trustee to whom the Issuer shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in all material respects writing provided that such inspection shall only be for the purposes of carrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Security Trustee carrying out its duties under this Deed; (e) to send to the Security Trustee a copy of every balance sheet, profit and loss account, source and application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities issued by the Issuer (including Noteholders and shareholders in their capacity as such) or creditors of the Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Security Trustee of the occurrence of any Event of Default and/or service of an Enforcement Notice (such notice to be effective by the delivery of a copy of the Enforcement Notice to the Security Trustee) immediately upon becoming aware thereof and without waiting for the Security Trustee to take any further action; (g) give to the Security Trustee (i) within seven days after demand by the Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year commencing with the requirements financial period ending 31 December 2024 and in any event not later than 180 days after the end of all applicable lawseach such Financial Year a certificate signed by two directors of the Issuer to the effect that, rulesas at a date not more than seven days before delivering such certificate (the Certification Date), regulations to the best of the knowledge, information and orders belief of the Issuer, there did not exist and had not existed since the Certification Date of the previous certificate (or in the case of the first such certificate the date hereof) any court Event of Default (or governmental department, commission, board, bureau, agency if such exists or other instrumentality (domestic or foreignexisted specifying the same) and that during the terms period from and including the Certification Date of any indenturethe last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Issuer has complied, contract or to the best of their knowledge, information and belief, with all its obligations contained in this Deed and each of the other instrument Transaction Documents to which it may be is a party or (if such is not the case) specifying the respects in which it has not complied and the Security Trustee shall be entitled to rely on the contents of such certificate as conclusive evidence of the matters stated therein; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under which and pursuant to this Deed and the other Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fireunless such Taxes are, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies opinion of the Security Trustee, being contested in similar size and similar businesses.good faith by the Issuer; 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to (k) conducts its business and affairs such that, at all times, its "centre of main interests" for the purposes of the EU Insolvency Regulation, the UK Insolvency Regulation and the UNCITRAL Implementing Regulations shall be in accordance with GAAP applied England and Wales and it will not have any "establishment" (as defined in the UK Insolvency Regulation) in any Member State; (l) that it will not hold save to the extent permitted by or provided in the Transaction Documents, any capital assets; (m) that it will at no time be a director of any company; (n) it will keep any relevant notification pursuant to the Data Protection Laws current and up to date; (o) that: (i) in respect of each accounting period of the Issuer, the amounts retained by the Issuer will be its profit as provided for in the Cash Management Agreement (the Issuer's Profit) and amounts retained in the Issuer Accounts and recorded on (A) the General Reserve Fund Ledger and (B) the Swap Collateral Ledgers, being amounts reasonably required to provide for losses or expenses arising from its business or to maintain or enhance its creditworthiness and no other amounts are or will be reserved or retained by it; (ii) in respect of all amounts received by the Issuer pursuant to any Transaction Document, the Issuer has a consistent basiscorresponding obligation to pay out an equal amount by way of cost or expense owing to a third party less an amount equal to the Issuer's Profit and amounts reasonably required to provide for losses or expenses arising from its business or to maintain or enhance its creditworthiness, within 18 months; and (iii) any amounts retained during a Determination Period will be amounts reasonably required to provide for losses or expenses arising from the business of the Issuer or to maintain or enhance the creditworthiness of the Issuer. 4.5 The Company shall maintain (p) that it will conduct its business and affairs such that, at all relevant times, it owns no ownership interest in full force any entity and effect its corporate existencehas no permanent establishment outside the United Kingdom, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.where:

Positive Covenants. Until a Public Offering, Each Borrower covenants with each of the Company, on behalf Agents and with each of itself and all the Lenders that so long as there shall remain any Borrowings or any other obligations of its subsidiaries, agrees as followsor affecting any party to this Agreement: 4.1 The Company shall maintain (a) it will pay duly and preserve punctually all sums of its properties necessary or useful money due by it under this Agreement at the times and places and in the manner provided for herein and will cause each Guarantor to do likewise under its Guarantee; (b) subject to Section 8.3(e), it will maintain, and cause each Subsidiary to maintain, its existence, corporate and otherwise, in good standing; (c) it will carry on diligently and conduct its business in a proper conduct and efficient manner so as to preserve and protect its properties, assets and income in a prudent manner consistent with usual industry practice and the preservation of its business and assets, and it will cause its Subsidiaries to do the same in good working order respect of their respective businesses and condition assets and, in accordance particular, without limiting the foregoing, it will not alter its business plan so as to change materially the nature or scope of business, operations or activities currently carried on by it or its Subsidiaries or to shift or transfer same from a Borrower or any such Subsidiaries to other of its Subsidiaries, without obtaining the prior written consent of the Majority Lenders (which consent shall not be unreasonably withheld); (d) it will maintain or cause to be maintained, with responsible and reputable insurers, insurance with respect to its properties, assets and business and the general practices respective properties, assets and businesses of its Subsidiaries against such casualties and contingencies (including public liability) and in such types and in such amounts and with such deductibles and other corporations provisions as are customarily maintained or caused to be maintained by persons engaged in the same or similar businesses in the same territories under similar conditions; it will ensure that the Collateral Agent is an additional named loss payee under all policies of similar size insurance, as its interest may appear, and character that such policies are not cancellable without at least 30 days’ prior written notice being given by the insurers to the Collateral Agent; (ordinary wear e) it will and tear excepted).will cause its Subsidiaries to, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such other acts, agreements, instruments and assurances in law as the Agents or Lenders’ Counsel shall reasonably require for the better accomplishing and effectuating of the intentions and provisions of this Agreement and the Security; 4.2 The Company shall (f) it will and will cause its Subsidiaries to, do, observe and perform all material matters and things necessary or expedient to be done, observed or performed under the laws of any jurisdiction where it or any of its Subsidiaries carry on business where required for the purpose of carrying on and conducting its business and owning and possessing its properties and assets and, without limitation, it will maintain at all times comply in full force and effect all material certificates, permits, licenses and other approvals required to operate its and their business' properties and assets; for greater certainty and without in any way limiting the generality of the foregoing: (i) each Borrower and each of its Subsidiaries shall be at all times in compliance in all material respects with the requirements of all applicable lawsEnvironmental Laws; and (ii) each Borrower shall ensure that each of the real properties or premises owned, rulesleased or occupied by it or any of its Subsidiaries is free from contamination by a release, regulations and orders discharge or emission of any court Hazardous Material; (g) it will promptly pay or governmental departmentcause to be paid all Taxes levied, commissionassessed or imposed upon it and/or its Subsidiaries, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or and/or its properties may be bound. 4.3 The Company will keep its and assets and or those of its subsidiaries insured Subsidiaries or any part thereof and/or upon its income and profits or that of its Subsidiaries, as and when the same shall become due and payable save when and so long as any such Taxes are in good faith contested by financially sound and reputable insurers against loss it or damage by fire, extended coverage, explosion and other hazards, risks and liabilities those of its Subsidiaries as may be affected thereby; (h) it will furnish to the extent Canadian Agent in sufficient quantities to provide 1 copy to each Lender and each Agent: (i) as soon as available and in any event within 45 days after the amount customary for companies end of each Quarter of each Fiscal Year of the Canadian Borrower the unaudited consolidated financial statements of the Canadian Borrower as of the end of such Quarter to be prepared in similar size accordance with GAAP, accompanied by a certificate, in the form set out in Schedule “J” attached (without personal liability) from the president, the chief financial officer or treasurer of the Canadian Borrower; (A) confirming that such financial statements have not been prepared in a manner and similar businessesdo not contain any statement which is inconsistent with GAAP, subject to audit and year end adjustment, (B) containing sufficient information to permit each Lender to determine whether the financial covenants contained in Section 8.4 are being maintained, including any adjustments to Consolidated EBITDA as the result of Normalizing Adjustments, (C) certifying that, as of the last day of such Quarter, and, to the best knowledge of such officer, as of the date of such certificate, no Default or Event of Default has occurred and is continuing, (D) providing a report on sales or dispositions of assets in excess of an aggregate of US$10,000,000 during such period; and (E) providing a report on outstanding hedging contracts entered into by the Canadian Borrower and its Subsidiaries and the amounts secured under Secured Hedging Agreements. 4.4 The Company will keep true records (ii) as soon as practicable and books in any event within 90 days after the end of account each Fiscal Year of the Canadian Borrower, a copy of the consolidated financial statements of the Canadian Borrower as of the end of such Fiscal Year, such financial statements of the Canadian Borrower to be prepared in which fullaccordance with GAAP, truesuch consolidated financial statements of the Canadian Borrower to be accompanied by a report thereon by independent auditors of recognized standing confirming, and materially correct entries will be made without qualification, that such financial statements of all dealings or transactions in relation to its business and affairs the Canadian Borrower have been prepared in accordance with GAAP applied on and, copies of such auditors’ recommendations, if any, together with a consistent basis.certificate, in the form set out in Schedule “J” attached (without personal liability) of the president, chief financial officer or treasurer of the Canadian Borrower: 4.5 The Company shall maintain (A) containing sufficient information to permit each Lender to determine whether the financial covenants contained in full force and effect its corporate existenceSection 8.4 are being maintained, rightsincluding details of any adjustments to Consolidated EBITDA as the result of Normalizing Adjustments, (B) containing the information required to determine amounts to be paid under Section 6.5, and (C) certifying that as of the last day of such Fiscal Year, and franchises to the best of the knowledge of such officer, as of the date of such certificate, no Default or Event of Default has occurred and all licenses is continuing (iii) as soon as possible and other rights to use patentsin any event within 10 Business Days after any Borrower or any of its Subsidiaries receives (A) notice of the commencement thereof, processes, licenses, trademarks, trade names, notice of any actions or copyrights owned or possessed by proceedings against it or any subsidiary of its Affiliates or against any of the property of a Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, which, if determined adversely, would have a material adverse effect on the financial condition or operations of any Borrower or its Subsidiaries, taken as a whole and deemed (B) a copy of any Violation Notice received by a Borrower or any of its Subsidiaries; (iv) within 90 days of the beginning of each Fiscal Year of the Canadian Borrower, the Canadian Borrower’s annual business plan and financial projections (for each Quarter), including profit and loss statements, cash-flow statements, balance sheets and projected capital expenditures for the Fiscal Year then begun; such business plan and financial projections not to be prepared in a manner nor contain any statement which is inconsistent with GAAP; (v) promptly upon request, such other information concerning the financial affairs or operations of any Borrower or any of its Subsidiaries as the Canadian Agent or the U.S. Agent, as the case may be, may reasonably request from time to time including for greater certainty financial statements of the U.S. Borrowers, NSULC, FSLLC and FSLP and if requested by the Company Canadian Agent, the EBITDA of each Subsidiary; (i) it will permit from time to time to the Canadian Agent and the U.S. Agent or their representatives or advisers access to its premises, assets and records of meetings of directors and/or of shareholders upon reasonable (both as to timing and advance notice) request of such Agent; (j) it will give to the Canadian Agent or the U.S. Agent prompt notice of any Event of Default or any event, of which it is aware, which, with the giving of notice and/or the lapse of time or both, would constitute an Event of Default; (k) it will ensure that all Security granted to the Collateral Agent, and/or the Lenders continues to be necessary perfected and preserve the first priority thereof (subject to Permitted Encumbrances). For greater certainty, all Intercompany Debt and Security shall be assigned to the conduct Collateral Agent however the Borrowers shall not be required to deliver any such Intercompany Debt and Security to the Collateral Agent unless the Collateral Agent is instructed to take delivery of its business.such Intercompany Debt and Security by the Majority Lenders; 4.6 The Company (l) it will retain independent public accountants cause any entity which after the date hereof shall become a Subsidiary of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services a Borrower (such entity, a “New Subsidiary”) to execute and deliver in favour of the independent public accountants so selectedCollateral Agent and the Lenders, in the case of a Wholly-Owned Subsidiary (i) the Direct Security together with favourable supporting legal opinions and (ii) the applicable Security Support Documents and in the case of a Subsidiary which is not a Wholly-Owned Subsidiary, all applicable Security Support Documents, in either case, as soon as reasonably practicable after becoming a Subsidiary and no later than: (i) in the case of an Acquisition Entity where the acquisition has been financed, wholly or any firm partially, by way of independent public accountants hereafter employed by Borrowings under the Company are terminatedFacility, on the Company will promptly thereafter notify the Investor and will request the firm date of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors completion of the Company acquisition, or (ii) in any other case within 10 Business Days following the date of completion of the acquisition or any committee thereof.creation of the New Subsidiary, as the case may be; 4.7 The Company (m) it will cause each person now or hereafter employed by it Subsidiary which becomes a Wholly-Owned Subsidiary after the date hereof to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of deliver Direct Security together with favourable supporting legal opinions and applicable law, is subject Security Support Documents to the same restrictions as those set forth in Collateral Agent; and (n) notwithstanding any other provision of this Agreement to the contrary, it will ensure that each of the Excluded Subsidiaries ceases to exist within 120 days of the Effective Date and, until such proprietary information agreementExcluded Subsidiaries cease to exist, none of such Subsidiaries will carry on any active business whatsoever, no intercompany loans will be made to such Subsidiaries and no assets will be conveyed to such Subsidiaries.

Positive Covenants. Until a Public Offering, The Fourth Issuer covenants and undertakes with the Company, on behalf Security Trustee for the benefit of itself and all of its subsidiaries, agrees the Fourth Issuer Secured Creditors as follows: 4.1 The Company shall maintain (a) at all times to carry on and preserve all of conduct its properties necessary or useful affairs in the a proper conduct of its business in good working order and condition efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to it; (b) give to the general practices Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to the generality of the foregoing the procurement by the Fourth Issuer of all such certificates called for by the Security Trustee pursuant to this Deed or any other corporations Transaction Document for the purpose of similar size the discharge or exercise of the duties, trusts, powers, authorities and character discretions vested in it under these presents or any other Transaction Document to which the Security Trustee is a party or by operation of law; (ordinary wear c) to cause to be prepared and tear excepted).certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements applicable to it for the time being; 4.2 The Company shall (d) at all times comply to keep or procure the keeping of proper books of account and records and allow the Security Trustee and any person or persons appointed by the Security Trustee to whom the Fourth Issuer shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in all material respects with writing provided that such inspection shall only be for the requirements purposes of all applicable lawscarrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Security Trustee carrying out its duties under this Dxxx; (e) to send to the Security Trustee a copy of every balance sheet, rulesprofit and loss account, regulations source and orders application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities (including Noteholders and shareholders in their capacity as such) or creditors of the Fourth Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Security Trustee of the occurrence of any court Fourth Issuer Note Event of Default, Potential Fourth Issuer Note Event of Default and/or service of a Fourth Issuer Note Acceleration Notice (such notice to be effective by the delivery of a copy of the Fourth Issuer Note Acceleration Notice to Security Trustee) immediately upon becoming aware thereof and without waiting for the Security Trustee to take any further action; (g) give to the Security Trustee (i) within fourteen days after demand by the Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or governmental departmentpublish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Fourth Issuer to the effect that as at a date not more than seven days before delivering such certificate (the CERTIFICATION DATE) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Fourth Issuer Note Event of Default (or if such then exists or existed, commission, board, bureau, agency or other instrumentality (domestic or foreignspecifying the same) and that during the terms period from and including the certification date of any indenturethe last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Fourth Issuer has complied, contract or to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other instrument Fourth Issuer Transaction Documents to which it may be is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Fourth Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under which and pursuant to this Deed and the other Fourth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fireunless such Taxes are, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies sole opinion of the Security Trustee, being contested in similar size good faith by the Fourth Issuer; and (k) so far as permitted by law to enter into and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existencea group income election under Section 247 of the Income and Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of that Act and which are made under the Fourth Issuer Intercompany Loan Agreement by Funding 1 to the Fourth Issuer and ensure that no steps will be taken (whether by act, rights, omission or otherwise) which would reasonably be expected to lead to the revocation or invalidation of the aforementioned election; and franchises and all licenses and other rights immediately to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by notify the Security Trustee if it or any subsidiary and deemed by becomes aware that the Company aforementioned election ceases to be necessary in full force and effect or if circumstances arise, of which it is aware, which may result in that election ceasing to the conduct of its businessbe in full force and effect. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering, the Company, on behalf of itself and all of its subsidiaries, The Company agrees as follows:: ------------------ 4.1 (a) The Company will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or levies imposed upon the income, profits, property, or business of the Company or any Subsidiary; provided, however, that any such tax, assessment, charge, or levy need not be paid if the validity thereof shall maintain currently be contested in good faith by appropriate proceedings and preserve if the Company shall have set aside on its books adequate reserves with respect thereof, and provided further, that the Company will pay all such taxes, assessments, charges, or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor. The Company will promptly pay or cause to be paid when due, or in conformance with customary trade terms, all other indebtedness incident to the operations of the Company and any Subsidiary; (b) The Company will keep its properties and those of its properties necessary or useful in the proper conduct of its business Subsidiaries in good repair, working order order, and condition in accordance with the general practices of other corporations of similar size and character (ordinary condition, reasonable wear and tear excepted). 4.2 The , and from time to time make all necessary and proper repairs, renewals, replace ments, additions, and improvements thereto; and the Company shall and its Subsidiaries will at all times comply in with the provisions of all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument leases to which it may be any of them is a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those any of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities them occupies property so as to prevent any material adverse effect to the extent business, assets or property of the Company and in the amount customary for companies in similar size and similar businesses.its Subsidiaries; 4.4 (c) The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in B-25. relation to its business and affairs in accordance with GAAP generally accepted accounting principles applied on a consistent basis.; 4.5 (d) The Company and all its Subsidiaries shall duly observe and conform to all valid requirements of governmental authorities which are material to the conduct of their businesses or to their property or assets; and (e) The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all material licenses and other material rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering7.1 The Borrower covenants and undertakes that, so long as the Loan shall remain outstanding, and until the full and final payment of all money owing hereunder, the Company, on behalf of itself and all of its subsidiariesBorrowers, agrees as follows:under (unless the Bank waives compliance in writing which waiver shall not be granted by the Bank in derogation to the applicable laws) 4.1 (i) The Company Borrower shall maintain utilize the Loan only for the Purposes defined in this Agreement and preserve all for no other purpose. (ii) The refund of its properties necessary or useful security deposits on maturity of existing leases will be paid to existing lessees / tenants from the Borrower’s other sources of income. (iii) Any cost/ expenses of the Property shall be met by the Borrower. (iv) All the statutory dues including income tax, property tax, etc. shall be paid as and when due from other income of the Borrower. (v) ln case of any sale of units in the proper conduct Property, a no-objection certificate will be sought by the Borrower from the Bank subject to the proportionate amount being utilized by the Borrower towards repayment of Loan in proportion to sales value of the units or the values of the units arrived at after valuations from the Bank’s empaneled valuer, whichever is high. (vi) The Borrowers shall comply with provisions of Central Goods and Services Tax Act and similar legislations and regulations in respect of the goods and service tax. (vii) Any shortfall in the servicing of EMIs of any loans including the Loan due to the Bank shall be made good by the Borrower from their own sources/internal accruals. (viii) The Borrower shall repay the Loan together with interest and all other monies owing to the Bank according to the terms hereof and the other Facility Documents and on respective due dates as per the Repayment Schedule. (ix) The Borrower agrees that in the event the Security provided by the Borrower becomes inadequate the Borrower shall furnish such other additional security to the satisfaction of the Bank in the form of mortgage of immovable property or as may be required by the Bank to secure the repayment of Outstanding Amount due thereon and maintain the Security Cover. (x) The Borrower agrees to charge the Receivables in favour of the Bank till the entire amount of Loan along with interest and al l other charges are repaid in full. (xi) The Borrower shall incorporate the details of the charge of the Bank in the Lease Documents or sub-lease deeds to be entered into by the Borrower for lease of each of the units in the Property and a draft of the Lease Document or sub-lease deeds will be furnished to the Bank for its records. The Borrower shall with the consultation of the Bank make amendments to the Lease Documents in the event of renewal of the license under the Lease Documents. The Borrower shall also furnish tenancy reports for the Property collateral with usual lease details upon demand. (xii) The Borrower shall intimate the Bank of any change in any Lease Document including but not limited to a change in the Lessee or rentals that may impact either directly or indirectly the Loan. (xiii) The Borrower shall open the Escrow Account for deposit of Receivables including rentals arising out of the Property due to them. The Borrower undertakes to inform and obtain confirmation from the Lessees by way of exchange of letters for deposit of Receivables including rentals arising out of the Property into such Escrow Account. Without prejudice and in addition to any other rights that the Bank may have, the Borrower agrees that the Bank shall have a lien and a right to deduct the appropriate amount from the Escrow Account (each month) towards repayment of the Outstanding Amount for settlement of all the said dues payable by the Borrower under this Agreement. (xiv) The Borrower shall provide an update regarding the arrears reports, expense reports and tenancy schedules, if any, for the Property to the Bank on a semi-annual basis. (xv) Maintain its corporate existence and all rights and privileges enjoyed and obtain and comply with the terms of and do all that is necessary to maintain in full force and effect all authorisation, approvals, licenses and consents required to enable it to lawfully carry on its business in general. (xvi) The Borrowers shall promptly give written notice to the Bank of: (a) All litigation affecting the Borrower including the directors/partners of the Borrower; (b) Any substantial dispute between any Borrower and any Governmental regulatory body or law enforcement authority which may materially affect the working or income/solvency of the Borrower; (c) Any proposal by any public authority to acquire the assets or business of the Borrower; (d) Any potential event of default or Event of Default under the terms of this Agreement. (xvii) The Borrower shall maintain the Accounts strictly in terms of the Escrow Agreement and this Agreement and shall not operate or close the said Accounts without the prior written approval of Bank; (xviii) Promptly inform the Bank of the occurrence of any event of which it becomes aware which might adversely affect the financial position of the Borrower or any of its subsidiaries including any actions taken by any other creditors which might affect its ability to perform its obligations under this Agreement. (xix) Promptly inform the Bank of the occurrence of any Event of Default and of the steps being taken to remedy the same and will, from time to time, if so requested by the Bank, confirm to the Bank in writing that save as otherwise stated in such confirmation, no default has occurred and/ or is continuing. (xx) That plans of the Property have been approved by the competent authority and the occupation certificate/completion certificate has been obtained. The Bank may at any time have the Property mortgaged to it and other Property related details valued by its approved/panel valuer, at the cost of the Borrowers. (xxi) The Borrower shall maintain the Property, in good working order and condition and will make all necessary repairs, additions and improvements, if required thereto during the Term of the Loan. The Borrower shall intimate the Bank of any additions, deletions, improvements made in accordance with the general practices of other corporations of similar size and character (ordinary wear and tear excepted)Property. 4.2 (xxii) The Company Borrower shall at all times comply in all material respects with ensure that the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) Property and the terms Security for Loan is duly insured with an insurance company / or companies (acceptable to the Bank) at the cost and expenses of any indenturethe Borrower against and for all risk including natural calamities like earthquake, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by firefloods etc, extended coverage, explosion and other hazardsevents riots, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businessesterrorist attack etc. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will same to be made assigned in favour of all dealings or transactions the Bank. The Borrower shall maintain insurance on and in relation to its business and affairs assets with an insurance company / or companies (acceptable to the Bank) against such risks and to such extent as is usual for companies carrying on the business such as that carried on by the Borrower and deliver a copy of such insurance policies to the Bank. Further the Borrower shall keep the insurance policies alive by renewing every year without fail during the Term of the Loan by making timely payment of the premium. (xxiii) The Borrower agrees that the Bank or any person authorized by it shall have access to the Property of the Borrower provided as Security to the Bank for the purpose of inspection. The Bank will have right to inspect the books of accounts, through their representative / audit firms and also conduct audit to carry out valuation of the property from panel valuer of the Bank. (xxiv) If any change in the business of the Borrower or any adverse circumstances connected with the financial position of the Borrower or the ability of the Borrower to repay the Loan and/or any adverse change with regard to the Property proposed to be mortgaged or the title thereto, (however unimportant the Borrower may consider the same) occurs between the date of application and the date of disbursement of the Loan the same shall be intimated by the Borrower to the Bank. The Bank reserves its right to review the Loan sanctioned and re-approve the same. The Borrower will be required to submit at its own cost, such other proofs about the stability of its income and/or the value of the Property as may be deemed necessary under the circumstances. (xxv) The Borrower shall maintain adequate books of accounts and records in accordance with GAAP applied on a consistent basisgenerally accepted accounting principles and practices consistently applied. 4.5 (xxvi) The Company Borrower shall maintain inform the Bank prior in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it time in respect of the Borrower or any subsidiary and deemed by of its directors/partners assuming, guaranteeing, endorsing or in any manner becoming directly or contingently liable for or in connection with the Company to obligation of any person other than itself. (xxvii) Perform, on request of the Bank, such acts as may be necessary to carry out the conduct intent of its businessthis Agreement. 4.6 (xxviii) Promptly inform the Bank of any distress or other similar proceeding of court being taken against any of the Borrower’s properties and assets. (xxix) The Company will retain independent public accountants Borrower shall share all information relating to financing assistance availed from the Bank to the Borrower including but not limited to the nature and amount of debt with Information Utilities in a manner as may be required by the IBC and the Rules therein & update the information from time to time. (xxx) The Borrower shall (i) inform the Bank of receipt of a demand notice/invoice or claim demanding payment served by an operational creditor or financial creditor as the case may be, immediately of such receipt along with a copy of such notice, (ii) obtain written approval from the Bank prior to commencement of any (voluntary) proceedings under the IBC or prior to agreeing to participate or participation in any proceedings commenced against it under the IBC or in view of the trigger of the provisions under IBC. (xxxi) The Borrowers shall deliver to the Bank in form and detail satisfactory to the Bank and in such number of copies as the Bank may request: (a) A copy of the audited financials of the Borrower and half yearly unaudited financial statements of the Borrower certified by a chartered account of recognized standing who shall certify at such intervals as may be required by the Company's financial statements Bank; (b) Quarterly audit report of the Property and the Receivables by an auditor appointed by the Bank at the end of each fiscal year. In the event the services cost of the independent public accountants so selected, Borrower or any firm of independent public accountants hereafter employed at such other intervals as may be required by the Company are terminated, Bank to ensure that the Company will promptly thereafter notify security cover is maintained; (c) A certificate from a reputed chartered accountant has to be submitted within a period of 45 (forty five) days for the Investor and will request utilization of funds at each stage of disbursements of the firm of independent public accountants whose services are terminated to deliver Loan; (d) Such other statement or statements or information pertaining to the Investor a letter operations of the Borrower as the Bank may reasonably require. (xxxii) The Bank shall have the right to seek certification from such firm setting forth the reasons for the termination Borrower’s auditors regarding diversion / siphoning of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved funds by the Board Borrower. (xxxiii) The Borrower shall execute this Agreement, demand promissory note and all such other documents in the form and manner as maybe agreed between the Parties, from time to time. (xxxiv) The Borrowers shall get the Bank’s mortgage / charge over the Property and Receivables registered with the Registrar of Directors Companies, CERSAI and Information Utilities within 30 (thirty) days of Security being created in favour of the Company or any committee Bank and shall submit proof thereof. 4.7 (xxxv) The Company will cause each person now or hereafter employed by Borrowers shall ensure that the building and structures comprised in Property adhere to the National Disaster Management Authority (NDMA) guidelines on ‘Ensuring Disaster Resilient Construction of Buildings and Infrastructure’ and shall continue to be in adherence to the said guidelines at all times. (xxxvi) Bank shall have full authority to monitor the Escrow Account, including auditing all transactions through the Escrow Account in such manner as it to enter into a proprietary information agreement substantially may deem necessary. (xxxvii) Bank’s name in the form approved of appropriate hoardings shall be displayed at conspicuous parts of the Property mentioning that the Property is mortgaged to the Bank. (xxxviii) The Bank may in its discretion, but without being bound to, monitor or verify the application of any amount borrowed pursuant to this Agreement and/or scrutinize and audit the expenses, which are incurred for the Property. Provided however that nothing herein shall restrict the right of the Bank to monitor the use of the funds drawn down under the Loan and/or scrutinize and audit the expenses, which are incurred for the Property and the Bank may, as it deems fit, conduct such inspection and review such books and records as may be necessary in its sole opinion. The Borrower undertake to make available to the Bank such books and records as may be required by the Board of Directors; provided, however, that this covenant Bank. (xxxix) The Borrowers shall not apply to any person who, by virtue of applicable law, is subject submit to the same restrictions Bank, monitoring reports in respect of the Property in the form and manner as those set forth may be prescribed by the Bank to the Borrower in a pre-agreed format at such proprietary information agreementintervals as intimated by the Bank. (xl) The Borrower shall submit monthly collection report for maintenance charges received and other charges received from the Lessee. (xli) The Borrower shall provide such number of post-dated cheques as specified in Schedule I for servicing EMIs' from other current accounts as security. (xlii) The Borrower shall submit to the Bank a declaration about the credit facilities already enjoyed by the Borrower from other banks (if any) in format prescribed under RBI notification (notification no. DBOD No. BP. BC.94/ 08.12.001/2008-09) on Lending under Consortium Arrangement/Multiple Banking Arrangements dated December 08, 2008.

Positive Covenants. Until a Public OfferingThe Company covenants to the Holder that, from the date hereof until all amounts owing under the Note Documents have been paid in full or this Note has been redeemed or converted in full, the Company, on behalf of itself and all of its subsidiaries, agrees as followsCompany shall: 4.1 The Company shall maintain (a) punctually pay the principal and/or any interest payable on this Note, and preserve all of its properties necessary or useful any other amount due and payable under this Note in the proper conduct manner specified in this Note; (b) give written notice promptly to the Holder of its business in good working order any condition or event that constitutes an Event of Default (as defined below) or Potential Event of Default by delivering a certificate specifying the nature and condition in accordance with period of existence of such condition, event or change and the general practices nature of other corporations such claimed Event of similar size and character Default, Potential Event of Default, event or condition; (ordinary wear and tear excepted). 4.2 The Company shall at all times c) comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court Governmental Authority, noncompliance with which could reasonably be expected to result in, individually or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size aggregate, a Material Adverse Change; (d) execute and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade namesdeliver, or copyrights owned or possessed by it or any subsidiary cause to be executed and deemed by delivered, upon the Company reasonable request of the Holder and at the Company’s expense, such additional documents, instruments and agreements as the Holder may reasonably determine to be necessary to carry out the conduct provisions of its business.this Note and the Convertible Note Purchase Agreement and the transactions and actions contemplated hereunder and thereunder; and 4.6 The Company will retain independent public accountants (e) in respect of recognized standing who any rights enjoyed by holders of Ordinary Shares (including, but not limited to, voting rights and dividend entitlements), grant all such rights to, and ensure that all such rights are enjoyed by, the Holder on the basis that the Notes have been converted pursuant to Section 4.1. For such purposes, the Holder shall certify be deemed to be the Company's financial statements legal and beneficial owner of such number of Ordinary Shares calculated based on the Conversion Price as at the end date the relevant right is enjoyed by a holder of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereofOrdinary Shares. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingDuring the term of this Agreement, the Company, each Borrower covenants and agrees for and on behalf of itself and each other Consolidating Loan Party that each Consolidating Loan Party shall: (a) duly and punctually pay the Obligations due and payable by it at the times and places and in the manner required by the terms thereof; (b) promptly provide the Lender with all information reasonably requested by the Lender from time to time concerning its financial condition, the Business and Property and at all reasonable times and from time to time upon reasonable notice, permit representatives of the Lender to inspect any of the Property of the Consolidating Loan Parties, and to examine and take extracts from the financial books, accounts and records of the Consolidating Loan Parties, including but not limited to accounts and records stored in computer data banks and computer software systems, and to discuss the financial condition of the Consolidating Loan Parties with its senior officers and (in the presence of such of its representatives as it may designate) its auditors, the reasonable expense of all of which shall be paid by the Borrowers, provided that the exercise of the rights of the Lender under this section is not more frequent than is reasonably necessary; (c) maintain insurance on all its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance Property with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers insurance companies or associations including all-risk property insurance, commercial general liability insurance, product liability insurance and business interruption insurance (with the Lender shown as first mortgagee and loss payee), in amounts and against loss risks that are determined to be appropriate by the Borrowers acting prudently, furnish to the Lender, on written request, but in any event annually, satisfactory evidence of the insurance carried and notify the Lender of any claims it made under the foregoing insurance policies in excess of $500,000; (d) maintain and preserve its existence, organization and status in each jurisdiction of organization and in each other jurisdiction in which it carries on a business or damage by fireowns Property and make all corporate, extended coverage, explosion partnership and other hazardsfilings and registrations necessary in connection therewith; (e) continue to carry on the Business and maintain all of its Property in good repair and working condition and carry on and continuously conduct its Business in an efficient, risks diligent and liabilities to the extent businesslike manner and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied standard industry practices; (f) comply with Applicable Laws and obtain and maintain in good standing all Permits necessary for the ownership of its Property and to the conduct of its Business in each jurisdiction where it carries on business or owns material Property, including without limitation, the Permits required by AGLC from time to time and those issued or granted by other Governmental Authorities; (g) duly file on a consistent basis.timely basis all tax returns required to be filed by it, and duly and punctually pay all Taxes and other governmental charges levied or assessed against it or its Property; 4.5 The Company shall (h) use the proceeds of any Advance hereunder, only for the purposes set out in Sections 2.3 and 3.3, as applicable; (i) cause each Subsidiary that becomes a Material Subsidiary, to execute and deliver to the Lender, within 10 Business Days of becoming a Material Subsidiary, the Material Subsidiary Security together with such certificates and opinions of legal counsel to such Material Subsidiary as the Lender may reasonably request; (j) ensure that the Security granted by it to the Lender remains legal, valid, binding and enforceable, in accordance with its terms (subject to Applicable Laws affecting the rights of creditors generally and rules of equity of general application); (k) cooperate with the Lender to permit the Lender to forthwith register, file and record the Security (or notices, financing statements or other registrations in respect thereof) in all proper offices where such registration, filing or recording may be reasonably necessary or advantageous to perfect or protect the security interests constituted by the Security and maintain all such registrations in full force and effect its corporate existenceso that the Obligations are secured in priority to all other indebtedness, rightsliabilities or obligations of the Consolidating Loan Parties, except for indebtedness, liabilities, and franchises obligations, secured by Permitted Encumbrances and which are entitled to priority in accordance with Applicable Law; (l) use the Lender exclusively to provide all licenses Cash Management services required by the Consolidating Loan Parties, excluding the automated teller or cash machines located within the Calgary Casino and other rights the Edmonton Casino; (m) provide to use patentsthe Lender all such further and additional mortgages, processescharges and security interests that the Lender may reasonably require to effectively mortgage, licenses, trademarks, trade names, or copyrights owned or possessed by it charge and subject to a security interest all of the present and future Property of the Consolidating Loan Parties; (n) promptly notify the Lender of any Event of Default or any subsidiary Default of which it becomes aware; (o) promptly notify the Lender of any material adverse change in or the occurrence of a default under any Contract entered into by it; (p) promptly notify the Lender on becoming aware of the occurrence of any litigation, arbitration or other proceeding against or affecting any Loan Party which could reasonably be expected to have a Material Adverse Effect and deemed from time to time provide the Lender with all reasonable information requested by the Company Lender concerning the status thereof; (q) promptly notify the Lender upon (i) learning of the existence of Hazardous Materials located on, above or below the surface of any land which it controls or contained in the soil or water constituting such land (except those Hazardous Materials which exist or are being stored, used or otherwise handled in substantial compliance with applicable Requirements of Law), and (ii) the occurrence of any release, spill, leak, emission, discharge, leaching, dumping or disposal of Hazardous Materials that has occurred on or from such land which could reasonably be expected to be result in costs, expenses or liabilities in excess of $250,000 in any calendar year; and (r) provide the Lender with such other documents, opinions, consents, acknowledgments and agreements as are reasonably necessary to implement this Agreement and the conduct of its businessSecurity from time to time. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering, The Company hereby covenants and agrees with the Company, on behalf Trustee for the benefit of itself the Trustee and all of its subsidiaries, agrees the Holders that so long as followsany Notes remain outstanding it will: 4.1 The Company shall maintain (a) duly and preserve all of its properties necessary or useful punctually pay and cause to be paid to the Holders the principal and any interest accrued thereunder at the dates and places, in the proper currency and in the manner prescribed herein; (b) maintain its corporate existence and carry on and conduct of its business in good working order a proper, efficient and condition business-like manner and in accordance with the general practices of other corporations of similar size good business practice and character (ordinary wear will do or cause to be done all things necessary to preserve and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights; (c) keep proper books of account in accordance with generally accepted accounting principles; (d) furnish the Trustee with copies, and franchises and will provide directly, to each Holder requesting same, all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed interim financial statements furnished by the Company to be necessary its shareholders and annual audited consolidated financial statements, and the report, if any, of the Company’s auditors thereon; the Trustee shall have no obligation to review or analyze any of the financial statements furnished to the conduct Trustee; (e) notify the Trustee immediately upon obtaining knowledge of its business.any Event of Default hereunder; 4.6 The Company will retain independent public accountants (f) give to the Trustee notice, including reasonable particulars, of recognized standing who shall certify any action, suit or proceeding, to the knowledge of the Company's , pending against or affecting the Company before any court or before any governmental department, commission or agency or arbitrator in Canada or elsewhere, which could result in any material adverse change in the business, or the operation, prospects or assets or in the condition, financial statements at or otherwise, of the Company; (g) Within 120 days after the end of each fiscal year. In the event the services financial year of the independent public accountants so selectedCompany (and in any event within 12 months after the date hereof and thereafter within 12 months after the date of the latest such certificate) and at any other time if requested by the Trustee, the Company shall furnish the Trustee with a Certificate of the Company, certifying that after reasonable investigation and inquiry the Company has complied with all covenants, conditions or other requirements contained in this Note Indenture, the non-compliance of which would, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder, or if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply and steps taken or proposed to be taken to eliminate such circumstances and remedy such Event of Default, as the case may be; and (h) do, observe and perform or cause to be done, observed or performed all of the material obligations of the Company under all material agreements, leases, contracts and indentures and all material matters necessary to be done, observed or performed whether under any law or regulation of Canada, any province thereof, or any firm of independent public accountants hereafter employed by foreign country, or any municipality therein, or otherwise, in each case where non-compliance might give rise to a material adverse effect on the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended business or approved by the Board of Directors financial condition of the Company or any committee thereofCompany. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public Offering, the Company, on behalf of itself and all of its subsidiaries, agrees as follows: 4.1 The Company shall maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition in accordance Borrower hereby expressly covenants with the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall Bank that the Borrower will at all times during the continuance of this Agreement: (a) keep all structures and fixtures now or at any time hereafter erected on or affixed the property in tenantable repair and condition. In default whereof it shall be lawful for but not obligatory upon the Bank to carry out such repairs; (b) permit the Bank and its agents and workmen at all reasonable times of the day to enter upon the Property and have access to any fixture thereon and to view and inspect the condition or repair thereof PROVIDED HOWEVER that if the Bank shall enter and repair the same the Bank shall charge all costs and expenses to the account of the Borrower which shall bear interest at the rate of the BLR plus Four Per Centum Per Annum (4% P.A); (c) comply in with and observe all material respects with the requirements conditions restrictions and category of all applicable lawsuse, rulesexpress or implied imposed upon, regulations and orders relating to, or affecting the Property or to which the Property is subject as well as the provisions of any court Act of Parliament ordinance or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) enactment for the time being in force and the terms of any indenturerule or order made thereunder affecting the same; (d) pay the quit rent, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fireassessment rates, extended coveragetaxes, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises service charges and all licenses other outgoings whatsoever payable from time to time in respect of the Property as and other rights when the same shall become due and payable. In default whereof it shall be lawful for but not obligatory upon the Bank to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it pay the same or any subsidiary part thereof and deemed upon such payments by the Company to Bank all sums so paid shall be necessary to for the conduct account of its business. 4.6 The Company will retain independent public accountants of recognized standing who the Borrower and shall certify the Company's financial statements bear interest at the end of each fiscal year. In the event the services rate of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.BLR plus Four Per Centum Per Annum (4% P.A.};

Positive Covenants. Until a Public Offering12.1.1 During the term of this Agreement, the CompanyBorrower shall: (a) duly and punctually pay the Obligations at the times and places and in the manner required by the terms thereof; (b) keep proper books of account and record, maintain its corporate status in all jurisdictions where it carries on behalf business and operate its business and Property in accordance with sound business practice and in substantial compliance with all applicable Requirements of itself Law and Contracts, and promptly provide the Lender with all information reasonably requested by the Lender from time to time concerning its financial condition; (c) at all times and with reasonable frequency upon notice, permit representatives of the Lender to inspect any of its Property and to examine its financial books, accounts and records and to discuss its financial condition with its senior officers and its auditors, the expense of all of which shall be paid by the Borrower; (d) keep insured with financially sound insurance companies acceptable to the Lender all of its subsidiariesProperty in amounts and against losses, agrees including property damage, public liability and business interruption, to the extent that such Property and assets are usually insured or as follows: 4.1 The Company shall maintain the Lender may otherwise require, and preserve cause the policies of insurance referred to above to contain a standard mortgage clause and other customary endorsements for the benefit of the Lender, all in a form acceptable to the Lender, and a provision that such policies will not be amended in any manner which is prejudicial to the Lender or be cancelled without thirty days prior written notice being given to the Lender by the issuers thereof, cause the Lender to be named as an additional insured with respect to public liability and cause all of its properties necessary or useful in the proper conduct proceeds of insurance under the policies to be paid to the Lender to the extent of the Obligations; (e) provide the Lender promptly with such evidence of the insurance as the Lender may from time to time reasonably require; (f) obtain, as and when required, all Permits and Contracts which may be required to permit it to acquire, own, operate and maintain its business in good working order and condition in accordance with Property and perform its obligations under the general practices of other corporations of similar size and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument Credit Documents to which it may be is a party, preserve and maintain those Permits and Contracts and all such Permits and Contracts now held by it in good standing; (g) pay all Taxes as they become due and payable unless they are being contested in good faith by appropriate proceedings and it has made arrangements satisfactory to the Lender in respect of payment of the contested amount including the lodging of Collateral with the Lender; (h) immediately notify the Lender of any Event of Default or Pending Event of Default of which it becomes aware; (i) immediately notify the Lender on becoming aware of the occurrence of any litigation, dispute, arbitration, proceeding or other circumstance affecting the Borrower in respect of which there is a possibility of a result materially adverse to the Borrower that could have a material adverse effect on the financial condition of the Borrower, or the ability of the Borrower to perform its obligations under the Credit Documents to which it is a party from time to time, and from time to time provide the Lender with all information requested by the Lender concerning the status thereof; (j) immediately notify the Lender (including in the notification the intended action to be taken by the Borrower); upon: (i) learning of any environmental claim, complaint, notice or under order affecting it; (ii) learning of the existence of Hazardous Materials located on, above or below the surface of any land which it occupies or its properties may be bound. 4.3 The Company will keep its assets and controls (except those being stored, used or otherwise handled in compliance with applicable Requirements of its subsidiaries insured by financially sound and reputable insurers against loss Law), or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and contained in the amount customary for companies in similar size and similar businesses.soil or water constituting such land; and 4.4 The Company will keep true records and books (iii) the occurrence of account in which fullany reportable release, truespill, and materially correct entries will be made leak, emission, discharge, leaching, dumping or disposal of all dealings Hazardous Materials that has occurred on or transactions in relation from such land which, as to its business and affairs in accordance with GAAP applied either (i), (ii) or (iii), could have a material adverse effect on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade namesthe financial condition of the Borrower, or copyrights owned the ability of the Borrower to perform its obligations under this Agreement, or possessed by the Credit Documents to which it or is a party from time to time; (iv) any subsidiary and deemed change in business activity conducted by the Company to be necessary to Borrower which involves the conduct use or handling of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify Hazardous Materials or wastes or increases the Company's financial statements at the end of each fiscal year. In the event the services environmental liability of the independent public accountants so selected, Borrower in any material manner; (v) any proposed change in the use or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors occupation of the Company or any committee thereof. 4.7 The Company will Property of the Borrower which may cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.material adverse environmental impact;

Positive Covenants. Until a Public OfferingThe Purchaser covenants with and undertakes to the Vendor that, while the CompanyRecoverable Amount or any part thereof remains outstanding, on behalf of itself and all of it shall (save with the Vendor’s prior written consent):- 5.1 procure that the Purchaser does not pay any remuneration to its subsidiaries, agrees as follows:directors or shadow directors or any person associated therewith; 4.1 The Company shall 5.2 maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order standing its corporate existence, rights, privileges and condition franchises and qualify and remain duly qualified to do business and own property; 5.3 advise the Vendor forthwith of the details of any litigation, arbitration or administrative proceeding pending or threatened against the Purchaser; 5.4 pay or discharge or cause to be paid or discharged when the same shall become due all taxes imposed upon the Purchaser; 5.5 promptly notify the Vendor in accordance with writing of the general practices occurrence of other corporations any Event of similar size and character (ordinary wear and tear excepted).Default and/or Potential Event of Default; 4.2 The Company shall at all times comply in all material respects with 5.6 deliver to the requirements Vendor copies of all applicable lawsnotices, rules, regulations circulars and orders documents despatched to shareholders of the Purchaser (or any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreignclass thereof) and at the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities time when the same are despatched to the extent and in the amount customary for companies in similar size and similar businesses.shareholders; 4.4 The Company will 5.7 keep true records and proper books of account and records in which full, true, complete and materially correct entries will be made of all dealings or transactions in relation to of its business and affairs financial transactions, such entries to be made in accordance with GAAP applied on a consistent basis.generally accepted accounting principles consistently applied; and 4.5 The Company shall 5.8 effect and maintain insurance cover in respect of the Properties against loss or damage by fire and/or such other risks as the Vendor may specify from time to time and that for the full force and effect its corporate existencereplacement value thereof, rightsexhibit to the Vendor receipts for the insurance premiums paid in respect thereof within 7 days after the commencement date or the due date for renewal of such insurance cover, and franchises and all licenses and other rights to use patentsas appropriate, processesand, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed if requested by the Company to be necessary Vendor, procure that the insurance policies are endorsed or noted with reference to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services interest of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereofVendor. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until a Public OfferingAs long as Investor owns at least two (2%) of the Shares issued in the Financing (12,500 Shares), the Company, on behalf of itself and all of its subsidiaries, Company agrees as follows: 4.1 a. The Company will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or levies imposed upon the income, profits, property, or business of the Company or any subsidiary; provided, however, that any such tax, assessment, charge, or levy need not be paid if the validity thereof shall maintain currently be contested in good faith by appropriate proceedings and preserve if the Company shall have set aside on its books adequate reserves with respect thereof, and provided further, that the Company will pay all such taxes, assessments, charges, or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefore. The Company will promptly pay or cause to be paid when due, or in conformance with customary trade terms, all other indebtedness incident to the operations of the Company; b. The Company will keep its properties and those of its properties necessary or useful in the proper conduct of its business subsidiaries in good repair, working order order, and condition in accordance with the general practices of other corporations of similar size and character (ordinary condition, reasonable wear and tear excepted). 4.2 The , and from time to time make all needful and proper repairs, renewals, replacements, additions, and improvements thereto; and the Company shall and its subsidiaries will at all times comply in with the provisions of all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument leases to which it may be any of them is a party or under which it any of them occupies property so as to prevent any loss or its properties may be bound.forfeiture thereof or thereunder; 4.3 The c. Except as otherwise decided in accordance with policies adopted by the Company’s Board of Directors, the Company will keep its assets and those of its subsidiaries that are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, and explosion insurance in amounts customary for companies in similar businesses similarly situated; and the Company will maintain, with financially sound and reputable insurers, insurance against other hazards, risks risks, and liabilities to persons and property to the extent and in the amount manner customary for companies in similar size and similar businesses.businesses similarly situated; 4.4 d. The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP generally accepted accounting principles applied on a consistent basis.; 4.5 e. The Company and all its subsidiaries shall duly observe and conform to all valid requirements of governmental authorities relating to the conduct of their businesses or to their property or assets; f. The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business.; 4.6 g. The Company will retain independent public accountants of recognized standing national standing, registered with the PCAOB, who shall certify the Company's ’s financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standingregistered with the PCAOB. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof.; 4.7 h. The Company will retain the services of the Xxxxxxxxxx Law Group, of 000 Xxxx Xxxxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 who shall act in the capacity of the Company’s securities counsel, handling all federal securities matters for the Company; i. The Company and all its subsidiaries shall duly observe and conform to all valid requirements of governmental authorities relating to the conduct of their businesses or to their properties or assets; and j. The Company will cause each person now or hereafter employed by it or any subsidiary with access to confidential information to enter into a proprietary information and inventions agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until Borrower (and, to the extent applicable, each other Loan Party), covenants with Lender that so long as it is indebted or otherwise obligated (contingently or otherwise) to Lender, it will do and perform the following covenants. Borrower will pay to Lender when due all amounts (whether principal, interest or other sums) owing by it to Lender from time to time; Borrower will deliver to Lender the Security Documents, in all cases in form and substance satisfactory to Lender and Xxxxxx's solicitor; Borrower will use the proceeds of loans only for the purposes approved by Xxxxxx; Each Loan Party will maintain its valid existence as a Public Offeringcorporation or partnership, as the Companycase may be, and will maintain all licenses, permits and authorizations required from regulatory or governmental authorities or agencies to permit it to carry on behalf its business, including, without limitation, any licenses, permits and authorizations in respect of itself the Project, and all any licenses, certificates, permits and consents for the protection of its subsidiaries, agrees as follows: 4.1 The Company shall the environment; Each Loan Party will maintain appropriate books of account and preserve all of its properties necessary or useful in records relative to the proper conduct operation of its business and financial condition and relative to the Project, and will maintain a separate bank account with Lender for the Project into which all funds received from the Project will be deposited and from which all costs relating to the Project shall be paid; Borrower will maintain appropriate types and amounts of insurance on the Project, including liability insurance, with Lender shown as first second loss payee on any property insurance, will provide evidence of insurance to Lender, and will promptly advise Lender in good working order writing of any significant loss or damage to its property; Each Loan Party will remit all sums when due to tax and condition other governmental authorities (including, without limitation, any sums in accordance respect of employees and GST), and upon request, will provide Lender with the general practices of other corporations of similar size such information and character (ordinary wear and tear excepted). 4.2 The Company shall at all times documentation in respect thereof as Lender may reasonably require from time to time; Each Loan Party will comply in all material respects with the requirements of all applicable laws, rulesrules and regulations, regulations including without limitation, environmental laws and orders builders' lien legislation; Borrower will remove any encumbrance, lien or charge against the Project or the Project Assets which is not permitted hereunder within fifteen days of written notice from Xxxxxx; Borrower acknowledges that Xxxxxx has the right to make payments directly to contractors and suppliers in connection with the Project and where any court or governmental departmentsuch payments are made, commission, board, bureau, agency or other instrumentality (domestic or foreign) they shall be added to and the terms of any indenture, contract or other instrument to which it may be form a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services part of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by principal sum; Borrower will maintain the Company are terminated, the Company will promptly thereafter notify the Investor Project Assets in good repair and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons good and safe condition suitable for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereofcurrent use. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.

Positive Covenants. Until Borrower covenants with Lender that so long as it is indebted or otherwise obligated (contingently or otherwise) to Lender, it will do and perform the following covenants. If any such covenant is to be done or performed by a Public OfferingGuarantor, Borrower also covenants with Lender to cause such Guarantor to do or perform such covenant: (a) Borrower will pay to Lender when due all amounts (whether principal, interest or other sums) owing by it to Lender from time to time; (b) Borrower will ensure that the Companyproceeds of the loans provided under the Facilities are used only by Borrower and for the purposes described hereunder or as may be otherwise approved by Lender in writing; (c) each Loan Party will maintain its valid existence as a corporation, will maintain all licenses and authorizations required from regulatory or governmental authorities or agencies to permit it to carry on behalf its business, including, without limitation, any licenses, certificates, permits and consents for the purposes of itself conducting its Business and constructing and operating the Project, as well as for the purposes of protection of the environment, except to the extent any failure to do so would not reasonably be expected to have a Material Adverse Change; (d) each Loan Party will maintain all of its subsidiariesproperty in good repair and working condition and carry on and continuously conduct its Business in normal course; (e) each Loan Party will carry on its Business as currently being carried on by it on the date hereof and operate its Business in a reasonable manner, agrees as follows:except to the extent any failure to do so would not reasonably be expected to have a Material Adverse Change; 4.1 The Company shall (f) each Loan Party will maintain appropriate books of account and records relative to the operation of its Business and financial condition; (g) each Loan Party will maintain and preserve defend title to all of its property and assets, subject to the Permitted Encumbrances; (h) each Loan Party will maintain appropriate types and amounts of insurance (including all-risk property insurance, comprehensive general liability insurance, construction risk and business interruption insurance) with Lender shown as first loss payee, and promptly advise Lender in writing of any loss or damage to its property which would be expected to have a Material Adverse Change; (i) each Loan Party will permit Lender, by its officers or authorized representatives at any reasonable time and on reasonable prior notice, to enter its premises and to inspect its machinery, equipment and other real and personal property and their operation, and to examine and copy all of its relevant books of accounts and records; (j) each Loan Party will remit all sums when due to tax and other governmental authorities (including, without limitation, any sums in respect of employees and GST) and upon request, will provide Lender with such information and documentation in respect thereof as Lender may reasonably require from time to time; (k) each Loan Party will comply with all applicable federal, provincial and municipal laws, including without limitation, environmental laws and health and safety laws, except to the extent any failure to do so would not reasonably be expected to have a Material Adverse Change; (l) Borrower will promptly procure a license to sell cannabis and, once obtained, will maintain such license; (m) Borrower will promptly advise Lender in writing, giving reasonable details, of: (i) the discovery of any contaminant or any spill, discharge or release of a contaminant into the environment from or upon any property of a Loan Party which would reasonably be expected to result in a Material Adverse Change; (ii) any change having a Material Adverse Change; (iii) any actions, suits, litigation, arbitration or other proceedings commenced against or adversely affect any Loan Party or any Loan Party’s assets or properties necessary which, if adversely determined, would reasonably be expected to have a Material Adverse Change; (iv) any insurance claims against any Loan Party or useful any Loan Party’s assets or properties; (v) the occurrence of any Default or Event of Default; (vi) any event which constitutes, or which with notice, lapse of time or both, would constitute a breach of any Material Project Documents; (vii) any other matter, circumstance or event that has had or would reasonably be expected to have a Material Adverse Change; or (viii) any changes in Borrower’s organizational chart; (n) Borrower will promptly notify Lender upon reasonable request of: (i) any outstanding swap, hedging, interest rate, currency, foreign exchange or commodity contract or agreement; (ii) further environmental information regarding the Loan Parties; or (iii) the location of all leased property of any Loan Party where the Business is carried out; (o) Borrower will undertake to enter into interest rate swap contracts with the Lender, within 90-days after June 1, 2019 and will ensure that no less than 25% of the drawn amount under Facility #4 will be hedged through to the Term Date; (p) Borrower will administer a 10% statutory holdback provision in the proper conduct ordinary course of its business in good working order construction and condition in accordance with the general practices Builders Lien Act or as applicable under applicable law; (q) Borrower will provide an “As Built” survey in respect of the Project to Lender no later than 60-days after June 1, 2019, and such “As Built” survey will be certified by an accredited land surveyor providing for among other corporations things, the location of similar size each improvement and character compliance with municipal development or zoning restrictions; (ordinary wear r) Borrower will diligently and tear excepted).continuously proceed with the Project, in accordance with the Project Budget, Project Plan, and Construction Schedule and will not abandon the Project; 4.2 The Company shall at (s) with respect to Business Authorizations, the Borrower will: (i) deliver to the Lender a copy of each Business Authorization; (ii) be and remain the sole legal and beneficial owner off all times Business Authorizations; (iii) comply in all material respects with the requirements terms and conditions of each Business Authorization and to do all material things required of a holder thereof by applicable laws; and (iv) timely pay all taxes, assessments, maintenance fees and other amounts required to be paid to maintain the Business Authorizations; (t) Borrower will manage and operate its Business and will cause each other Loan Party to manage and operate its Business: (i) within a Qualified Jurisdiction; (ii) with production of cannabis in facilities properly licenced by the applicable governing body in a Qualified Jurisdiction, in accordance with all applicable laws, rules, regulations ; and (iii) with no storefront or retail operations unless and orders of any court or governmental department, commission, board, bureau, agency or other instrumentality (domestic or foreign) until it is lawful to do so and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs Borrower is operating such operations in accordance with GAAP applied on all applicable laws; (u) Borrower will establish, maintain and operate the Project Account with Lender for the Project and, subject to the Holdback Accounts described below, all funds received relating to the Project will be deposited to and all disbursements for accounts payable and otherwise will be paid from such account; (v) Borrower will establish and maintain at all times an unrestricted cash collateral account in the minimum amount of $4,000,000.00 held at any account of the Lender (the “Cash Collateral Account”); (w) Borrower will establish, maintain and operate a consistent basis.holdback account or accounts (the “Holdback Account(s)”) in the manner required by any applicable real property lien legislation. The Holdback Account(s) will be in addition to the account required to be operated for the Project loan as outlined above; 4.5 The Company shall maintain (x) Borrower will comply with all terms and conditions of all insurance policies issued in full force respect of the Project; (y) Borrower will permit the Lender to erect a sign, at the Borrower’s cost, at the Project site indicating financing is being provided by the Lender; (z) Borrower will immediately fund from resources outside the Project and effect its corporate existencethe Facilities, rightsincluding by way of proceeds from an equity issuance or other means, any Cost Overruns, margin deficiencies or debt servicing shortfalls as they may occur or be identified by the Lender or the Project Consultant; (aa) upon entering into any new Material Project Document, the Borrower or such Guarantor will provide all necessary assignments and acknowledgments from the counterparties to each new Material Project Document assigned by the Borrower, as deemed necessary by the Lender, acting reasonably, pursuant to an assignment agreement satisfactory to the Lender; (bb) Borrower will promptly notify the Lender in writing of any event which constitutes, or which with notice, lapse of time or both, would constitute a breach of any provision hereof or any Loan Document contemplated herein; (cc) each Loan Party will ensure the accuracy of all information delivered to Lender; (dd) each Loan Party will ensure that each of the Loan Documents to which such Loan Party is a party remains legal, valid, binding and enforceable and work with Lender to ensure perfected security over such Loan Party’s assets in any applicable jurisdiction (subject to applicable law affecting the rights of creditors generally and the rules of equity of general application), to Lender’s satisfaction, acting in a commercially reasonable manner in the circumstances; (ee) Borrower will promptly provide, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it Loan Party to enter into a proprietary provide, such financial and business information agreement substantially in the form approved reasonably requested by the Board Lender; (ff) Borrower will do, and will cause each Loan Party to do, all such further acts and things and execute and deliver all such further documents, opinions, consents, acknowledgements and agreements as will be reasonably required by Lender in order to ensure the terms and provisions hereof and of Directorseach of the other Loan Documents are fully performed and carried out; (gg) Borrower will ensure that each Guarantor has provided a guarantee and security (as further set out in Sections 6(a) through 6(d) hereof); provided, however, and (hh) Borrower will fund the transactions contemplated by the Share Purchase Agreement with the proceeds of: (a) Subordinated Debt that this covenant shall not apply to is deeply subordinated in favour of the Lender; and/or (b) any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreementequity financings.

Positive Covenants. Until a Public Offering, The Sixth Issuer covenants and undertakes with the Company, on behalf Security Trustee for the benefit of itself and all of its subsidiaries, agrees the Sixth Issuer Secured Creditors as follows: 4.1 The Company shall maintain (a) at all times to carry on and preserve all of conduct its properties necessary or useful affairs in the a proper conduct of its business in good working order and condition efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to it; (b) give to the general practices Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to the generality of the foregoing the procurement by the Sixth Issuer of all such certificates called for by the Security Trustee pursuant to this Deed or any other corporations Transaction Document for the purpose of similar size the discharge or exercise of the duties, trusts, powers, authorities and character discretions vested in it under these presents or any other Transaction Document to which the Security Trustee is a party or by operation of law; (ordinary wear c) to cause to be prepared and tear excepted).certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements applicable to it for the time being; 4.2 The Company shall (d) at all times comply to keep or procure the keeping of proper books of account and records and allow the Security Trustee and any person or persons appointed by the Security Trustee to whom the Sixth Issuer shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in all material respects with writing provided that such inspection shall only be for the requirements purposes of all applicable lawscarrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Security Trustee carrying out its duties under this Deed; (e) to send to the Security Trustee a copy of every balance sheet, rulesprofit and loss account, regulations source and orders application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities (including Noteholders and shareholders in their capacity as such) or creditors of the Sixth Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Security Trustee of the occurrence of any court Sixth Issuer Note Event of Default, Potential Sixth Issuer Note Event of Default and/or service of a Sixth Issuer Note Acceleration Notice (such notice to be effective by the delivery of a copy of the Sixth Issuer Note Acceleration Notice to Security Trustee) immediately upon becoming aware thereof and without waiting for the Security Trustee to take any further action; (g) give to the Security Trustee (i) within fourteen days after demand by the Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or governmental departmentpublish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Sixth Issuer to the effect that as at a date not more than seven days before delivering such certificate (the CERTIFICATION DATE) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Sixth Issuer Note Event of Default (or if such then exists or existed, commission, board, bureau, agency or other instrumentality (domestic or foreignspecifying the same) and that during the terms period from and including the certification date of any indenturethe last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Sixth Issuer has complied, contract or to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other instrument Sixth Issuer Transaction Documents to which it may be is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Sixth Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under which and pursuant to this Deed and the other Sixth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fireunless such Taxes are, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies sole opinion of the Security Trustee, being contested in similar size good faith by the Sixth Issuer; (k) so far as permitted by law to enter into and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existencea group income election under Section 247 of the Income and Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of that Act and which are made under the Sixth Issuer Intercompany Loan Agreement by Funding 1 to the Sixth Issuer and ensure that no steps will be taken (whether by act, rights, omission or otherwise) which would reasonably be expected to lead to the revocation or invalidation of the aforementioned election; and franchises and all licenses and other rights immediately to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by notify the Security Trustee if it or any subsidiary and deemed by becomes aware that the Company aforementioned election ceases to be necessary in full force and effect or if circumstances arise, of which it is aware, which may result in that election ceasing to the conduct be in full force and effect; and (l) at all times maintain its "centre of its business. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially main interests" as defined in the form approved by EU Insolvency Regulation (EC) No. 1346/2000 of 29th May 2000 (the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth REGULATION) in such proprietary information agreementEngland.

Positive Covenants. Until a Public OfferingThe Servicer covenants and agrees, subject to the CompanySections 3.2 (Standard of Care) and 5.1 (Servicing Covenants) of this Agreement, on behalf of itself and all that without prejudice to any of its subsidiariesspecific obligations hereunder it will (unless the Servicer is a Successor Servicer), agrees as followsat its own expense: 4.1 The Company shall maintain (a) administer the Loans and preserve all of its properties necessary or useful their Related Security in the proper conduct of its business in good working order and condition Portfolio in accordance with the Servicing Standard and, in the event the Servicer agrees, subject to Article 9 (Additional Loans) of this Agreement, to service Additional Loans and their Related Security sold by New Seller to the Guarantor, in accordance with the Servicing Standard, except (i) to the extent necessary or desirable to accommodate the exercise by the Guarantor of its right hereunder, or (ii) as otherwise required hereby; (b) comply with any proper directions, orders and instructions which the Guarantor may from time to time give to it in accordance with the provisions of this Agreement in respect of the Loans and their Related Security in the Portfolio; (c) employ and provide general practices administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder; (d) pay all general administrative expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of other corporations any administrator appointed or subcontractor retained by it without any right of similar size reimbursement, except as expressly provided herein; (e) fully perform in a timely fashion and character (ordinary wear and tear excepted). 4.2 The Company shall at all times comply in all material respects with all material provisions, covenants and other obligations required to be observed by the requirements Seller, the Guarantor or the Servicer under or in connection with the Loans and their Related Security in the Portfolio and agreements related thereto; (f) except as provided to the contrary herein or as permitted by the Mortgage Sale Agreement and other than by (i) providing actual notice of the sale, transfer and assignment to the Borrowers of the Loans in the Portfolio or the obligors under any Related Security with respect thereto, or (ii) registering the assignment of such Loans and their Related Security on title to the real property underlying those Mortgages, take all steps reasonably necessary, or in the opinion of the Guarantor or its counsel advisable, to validate, protect or perfect the ownership interest of the Guarantor in, or to defeat the assertion by any third party (other than a third party claiming through or under the Guarantor or a Borrower) of any Adverse Claim on, such Loans or their Related Security; (g) take all reasonable steps to ensure the maintenance by Borrowers of appropriate fire and all perils or property damage insurance with respect to each Mortgaged Property in respect of the Loans and their Related Security in the Portfolio; (h) take all reasonable steps to enforce the Guarantor’s rights or make any claims in respect of a lender’s title insurance policy on a Mortgaged Property in respect of the Loans and their Related Security in the Portfolio; (i) settle all losses in the event of damage to or destruction by fire or other insured casualty of any Mortgaged Property in respect of the Loans and their Related Security in the Portfolio in the same manner as reasonable and prudent institutional mortgage lenders in the Servicer’s market would settle losses in respect of mortgages administered by it on its own behalf; (j) except as otherwise provided in this Agreement, deal with the Loans in the Portfolio only as specifically authorised and directed by the Guarantor, the Bond Trustee or their respective duly appointed agents; (k) forthwith and in any event prior to the next Guarantor Payment Date after becoming aware of any event which may reasonably give rise to an obligation of the Seller to repurchase any Loan sold to the Guarantor pursuant to the Mortgage Sale Agreement, notify the Guarantor in writing of such event; (l) upon the Seller being required to do so by the Guarantor or the Bond Trustee pursuant to Article 6 (Actions Upon a Registered Title Event and Related Matters) of the Mortgage Sale Agreement, and subject to Section 3.8 (Registration of the Sale of Loans to the Guarantor) of this Agreement, do or procure the doing of all or any of the acts, matters or things required thereunder (including Section 6.1(a) of the Mortgage Sale Agreement) on behalf of the Seller within the time period provided by the Mortgage Sale Agreement or, if requested to do so by the Bond Trustee, provide sufficient information to enable the Guarantor or the Bond Trustee to do so at the Servicer’s expense; (m) keep in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Services and prepare and submit on a timely basis all necessary applications and requests for any further approval, authorisation, consent or licence required in connection with the performance of the Services; (n) comply with any applicable laws, rules, regulations Law and orders the provisions of the CMHC Guide in the performance of the Services hereunder and in the performance of any court or governmental department, commission, board, bureau, agency or of its obligations under any other instrumentality (domestic or foreign) and the terms of any indenture, contract or other instrument Transaction Document to which it is a party in any capacity; (o) make all payments required to be made by it pursuant to this Agreement on the due date for payment thereof in Canadian Dollars in immediately available funds for value on such day without set-off (including, without limitation, in respect of any fees owed to it) or counterclaim; (p) at any time upon request from the Guarantor or the Bond Trustee, provide any information or assistance requested by the Guarantor or the Bond Trustee for the purpose of completing any information necessary in respect of a Power of Attorney granted by the Seller to the Guarantor under the Mortgage Sale Agreement; and (q) within five Toronto Business Days of notification from the Guarantor of the identity of any proposed New Seller, provide the Rating Agencies with such details of that proposed New Seller as may be a party or under which it or its properties may be bound. 4.3 The Company will keep its assets and those of its subsidiaries insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, explosion and other hazards, risks and liabilities to the extent and in the amount customary for companies in similar size and similar businesses. 4.4 The Company will keep true records and books of account in which full, true, and materially correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis. 4.5 The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed reasonably required by the Company to be necessary to the conduct of its businessRating Agencies. 4.6 The Company will retain independent public accountants of recognized standing who shall certify the Company's financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Company or any committee thereof. 4.7 The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the form approved by the Board of Directors; provided, however, that this covenant shall not apply to any person who, by virtue of applicable law, is subject to the same restrictions as those set forth in such proprietary information agreement.