Common use of Positive Covenants Clause in Contracts

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation 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, 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 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this IndentureUntil a Public Offering, the Corporation covenants Company, on behalf of itself and all of its subsidiaries, agrees with the Trustees for the benefit of the Holdersas follows: (a) to appoint a trustee whenever 4.1 The Company shall maintain and preserve all of its properties necessary to avoid or fill a vacancy useful in the office of any of the Trustees so as to comply with any requirement under applicable laws, 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 proper conduct of its Property business in good working order 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto condition in accordance with GAAP;the general practices of other corporations of similar size and character (ordinary wear and tear excepted). (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 cause each Restricted Subsidiary to maintain 4.2 The Company shall at all times its respective corporate existence comply in accordance all material respects with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions requirements 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and ordersorders of any court or governmental department, except 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 failure 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 do so would not reasonably 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 expected necessary to adversely affect the ability 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 Corporation 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 Restricted Subsidiaries notice to perform its obligations hereunder the Investor the Company shall state whether the change of accountants was recommended or under approved by the Note Guarantees or the rights and remedies Board of Directors of the Trustees 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 Holders thereunderform 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. So Subject to Section 3.15, so long as any Notes Registrable Securities are outstanding and except as otherwise permitted by the terms of this Indentureoutstanding, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersCompany will: (a) promptly pay and discharge, or cause to appoint a trustee whenever necessary to avoid be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or fill a vacancy in levies imposed upon the office of any income, profits, property, or business of the Trustees so 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 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 to comply with any requirement under applicable laws, including as described under Section 13.2 hereundersecurity therefor; (b) keep its properties and those of its subsidiaries in good repair, working order, and condition, reasonable wear and tear excepted, and from time to time to pay or cause to be paid make all taxesneedful and proper repairs, ratesrenewals, leviesreplacements, assessmentsadditions, government fees or dues lawfully levied, assessed or imposed upon or in respect and improvements thereto; (c) keep its assets and those of its Property 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 Property of its Restricted Subsidiaries or any part thereof or upon the income Company will maintain, with financially sound and profits of the Corporation as and when the same become due and payablereputable insurers, insurance against other hazards, risks, and the Corporation liabilities to persons and its Restricted Subsidiaries shall exhibit or cause to be exhibited property to the Trusteesextent and in the manner customary for companies in similar businesses similarly situated; (d) keep true records and books of account in which full, when requiredtrue, the receipts and vouchers establishing such payment correct entries will be made of all dealings or transactions in relation to its business and shall affairs in accordance with generally accepted accounting principles applied on a consistent basis; (e) duly observe and conform to all valid requirements of any Governmental Authority relative governmental authorities relating to any the conduct of the Property their businesses or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon to their property or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPassets; (cf) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 its corporate existence, rights, and franchises and all times until 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 full and final payment Company to be necessary to the conduct of all amounts due hereunder or under the Notes; andits business; (fg) 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 Investors and will request the firm of independent public accountants whose services are terminated to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except deliver to the extent Investors a letter from such firm setting forth the failure to do so would not reasonably be expected to adversely affect reasons for the ability termination of their services. In the Corporation or any event of its Restricted Subsidiaries to perform its obligations hereunder or under such termination, the Note Guarantees or the rights and remedies Company will promptly thereafter engage another firm of the Trustees or the Holders thereunder.independent public

Positive Covenants. So The Borrower irrevocably and unconditionally covenants and undertakes that so long as any Notes are outstanding Obligations remain outstanding, and except as otherwise permitted by until the terms of this IndentureFinal Repayment Date, he shall unless the Corporation covenants and agrees with the Trustees for the benefit of the HoldersLender waives compliance in writing: (a) utilise the Facility only for the purpose stated by it 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 lawsLender, including as described under Section 13.2 hereunderand for no other purpose whatsoever; (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 its Property maintain his rights 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 privileges currently enjoyed by him and shall duly observe obtain, comply with the terms of and conform do all that is necessary to maintain in full force and effect all valid requirements of any Governmental Authority relative Approvals required to any of enable him to lawfully perform his obligations under the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPFinance Documents; (c) subject obtain, comply 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 provisions Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence of the Finance Documents and this Indenture, to keep or cause to be kept proper books of account and 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 GAAPAgreement; (d) subject to the provisions of this Indenture (includingpay regularly all Taxes, for greater certaintyassessments, the completion of any transaction not prohibited under Section 5.14dues, Section 5.15 or Section 8.6)duties and impositions as may, to maintain and 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)time be payable to any Governmental Authority; (e) subject 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 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 charges, Taxes or penalties imposed on or in pursuance of this IndentureAgreement or on any instruments, to cause each Guarantee granted by each Guarantor and any subordination undertaking issued hereunder; (h) comply in favour all respects with the terms of the Trustees Finance Documents; (i) do everything which is necessary in the opinion of the Lender to (i) create and 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 Holders to be maintained Security), (ii) create, perfect and maintain the Security in full force and effect at all times until (including the full priority thereof), and final payment (iii) preserve and protect the Security, and the rights and title of all amounts due hereunder the Lender to the Security; (j) it irrevocably consents to the Lender disclosing information in respect of it, and its accounts, to Lender’s head office, its affiliates or companies owned directly or indirectly by Citigroup Inc or any of its branches or affiliates, or any other person as the Lender deems fit; (k) forthwith deliver to the Lender any payments or accretions in respect of or relating to Collateral required under the Notesterms of this Agreement; (l) cause an appropriate entry or note of the Finance 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 (fn) to comply perform and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable lawsexecute, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability on request of the Corporation or any of its Restricted Subsidiaries Lender, such acts and deeds, as may be necessary and/or required to perform its obligations hereunder or under carry out the Note Guarantees or the rights and remedies intent of the Trustees or the Holders thereunderFinance Documents.

Positive Covenants. So long as any Notes Debentures are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation 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, including as described under Section 13.2 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 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.148.13, Section 5.15 8.14 or Section 8.611.6), to maintain and 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 NotesDebentures; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Debenture Guarantees or the rights and remedies of the Debenture Trustees or the Holders thereunder.

Positive Covenants. So long as any Notes are outstanding Holder owns any securities of the Company, and except as otherwise permitted by until the terms of this IndentureIPO, the Corporation covenants Company, on behalf of itself and all of its subsidiaries, agrees with the Trustees for the benefit of the Holdersas follows: (a) to appoint a trustee whenever The Company shall maintain and preserve all of its properties necessary to avoid or fill a vacancy useful in the office proper conduct of any its business in good working order and condition in accordance with the general practices of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderother corporations of similar size and character (ordinary wear and tear excepted); (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 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 The Company 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 cause each Restricted Subsidiary to maintain at all times its respective corporate existence comply in accordance all material respects with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions requirements 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and ordersorders of any court or governmental department, except 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; (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 failure amount customary for companies in similar size and similar businesses; (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 do so would not reasonably its business and affairs in accordance with GAAP applied on a consistent basis; (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 expected necessary to adversely affect the ability conduct of its business; (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 Corporation 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 Holders and will request the firm of independent public accountants whose services are terminated to deliver to the 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 Restricted Subsidiaries notice to perform its obligations hereunder the Holders the Company shall state whether the change of accountants was recommended or under approved by the Note Guarantees or the rights and remedies Board of Directors of the Trustees Company or any committee thereof; (g) The Company will cause each person now or hereafter employed by it to enter into a proprietary information agreement substantially in the Holders thereunderform 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. So long (i) It shall be responsible to procure at its own cost, risk and expense and in a timely manner, and secure and maintain the same in full force and effect, all Applicable Permits required in relation to: (A) the operation and management of the Licensed Premises, under a Brand, as any Notes are outstanding and except a 5 star hotel as otherwise approved by the Ministry of Tourism, Government of India; (B) undertaking the Refurbishment Works; and (C) undertaking other permitted by activities within the Licensed Premises as per the terms of this IndentureAgreement; (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 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. (D) Payment proofs for all taxes paid, deductions of which have been claimed while calculating the Gross Revenue (iii) {The 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 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 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 Licencee. Provided that, the Corporation covenants Licencee shall not replace the Brand (under which it operates and agrees manages the Licensed Premises) with any other Brand prior to the 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 Trustees for the benefit prior written consent of the HoldersLicensor. 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, 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 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) to appoint at all times have a trustee whenever necessary to avoid 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 fill its Associate(s) own a vacancy Brand under which, continuously in the office immediately preceding five (5) years prior to the date of any such contract, in aggregate not less than five hundred (500) operational rooms across a maximum of the Trustees so as to comply five (5) hotels/ resorts having a minimum 5 star rating with any requirement under applicable lawseach such hotel/resort having at least one hundred (100) operational rooms, including as described under Section 13.2 hereunder;are operated and managed in India; or (b) from time 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 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 the date of its Property commencement of such operation and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits management of the Corporation as and when Licensed Premises under the same become due and payableBrand of the Licencee, and the Corporation and its Restricted Subsidiaries 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 exhibit or cause to be exhibited submit to the Trustees, when required, Licensor during 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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 Subsidiariesentire Licence Period, as the case may be, in accordance with GAAP; (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 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder.soon as

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Ninth Issuer covenants and agrees undertakes with the Trustees Ninth Issuer Security Trustee for the benefit of the HoldersNinth Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in 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, including as described under Section 13.2 hereunderproper and efficient manner; (b) from to give to the 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 time the generality of the foregoing the procurement by the Ninth Issuer of all such certificates called for by the Ninth Issuer Security Trustee pursuant 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 its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge 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 exercise of the Property duties, trusts, powers, authorities and discretions vested in it under this Deed or rights any other Transaction Document to which the Ninth Issuer Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPlaw; (c) subject 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 provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Ninth Issuer Security Trustee and any person or cause persons appointed by the Ninth Issuer Security Trustee to be made therein true whom the Ninth Issuer shall have no reasonable objection free access to such books of account 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; (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 cause each Restricted Subsidiary to maintain 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 respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Ninth Issuer Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions Ninth Issuer Security Trustee a copy of this Indentureevery 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 cause each Guarantee granted by each Guarantor any holder of securities (including Noteholders and any subordination undertaking shareholders in favour their capacity as such) or creditors of the Trustees or Ninth Issuer as soon as reasonably practicable after issue of 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; andsame; (f) to comply 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 Ninth Issuer Security Trustee) (such notice to be 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 cause without waiting for the Ninth Issuer Security Trustee to take any further action; (g) to give to the 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 audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the 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 Potential Ninth Issuer Note Event of 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 its Restricted Subsidiaries 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 respective constating documents and all applicable lawsassets unless such Taxes are, rules, regulations and orders, except to in the extent the failure to do so would not reasonably be expected to adversely affect the ability opinion of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under Ninth Issuer Security Trustee, being contested in good faith by the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderNinth Issuer.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Sixth Issuer covenants and agrees undertakes with the Trustees Security Trustee for the benefit of the HoldersSixth Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary proper and efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderit; (b) from give to the 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 time the generality of the foregoing the procurement by the Sixth Issuer of all such certificates called for by the Security Trustee pursuant 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 its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge 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 exercise of the Property duties, trusts, powers, authorities and discretions vested in it under these presents or rights any other Transaction Document to which the Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPlaw; (c) subject 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 applicable to it for the provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Security Trustee and any person or cause persons appointed by the Security Trustee to be made therein true whom the Sixth Issuer shall have no reasonable objection free access to such books of account 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; (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 cause each Restricted Subsidiary to maintain 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 respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions 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 Security Trustee of the occurrence of any 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 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 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, 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 Sixth Issuer has complied, to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other Sixth 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 Security Trustee be necessary at any time or times to give effect to the terms and conditions of this IndentureDeed and the other Sixth 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 Sixth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the sole opinion of the Trustees or Security Trustee, being contested in good faith by the Holders Sixth Issuer; (k) so far as permitted by law to be maintained enter into and maintain in full force and effect at all times until a group income election under Section 247 of the full Income and final payment Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of all amounts due hereunder or that Act and which are made under the NotesSixth Issuer Intercompany Loan Agreement by Funding 1 to the Sixth Issuer and ensure that no steps will be taken (whether by act, omission or otherwise) which would reasonably be expected to lead to the revocation or invalidation of the aforementioned election; and immediately to notify the Security Trustee if it becomes aware that the aforementioned election ceases to be in full force and effect or if circumstances arise, of which it is aware, which may result in that election ceasing to be in full force and effect; and (fl) to comply and cause each at all times maintain its "centre of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to main interests" as defined in the extent EU Insolvency Regulation (EC) No. 1346/2000 of 29th May 2000 (the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderREGULATION) in England.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the The Corporation hereby covenants and agrees with the Trustees Trustee for the benefit of the HoldersTrustee and the Holders that so long as any Notes remain outstanding it will: (a) duly and punctually pay and cause to appoint a trustee whenever necessary be paid to avoid or fill a vacancy the Holders the principal and any interest accrued thereunder at the dates and places, in the office of any of currency and in the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereundermanner prescribed herein; (b) from time to time to pay maintain its corporate existence and carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice and will do or cause to be paid done all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or things necessary to preserve and keep in respect of full force and effect 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPcorporate existence; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account in accordance with generally accepted accounting principles; (d) furnish the Trustee with copies, and make will provide directly, to each Holder requesting same, all interim financial statements furnished by the Corporation to its shareholders and annual audited consolidated financial statements, and the report, if any, of the Corporation’s auditors thereon; the Trustee shall have no obligation to review or cause 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, including reasonable particulars, of any action, suit or proceeding, to 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 the operation, prospects or assets or in the condition, financial or otherwise, of the Corporation; (g) Within 120 days after the end of each financial year of the Corporation (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 made therein true taken to eliminate such circumstances and faithful entries remedy such Event of all its dealings and transactions in relation to its business and the business of its Restricted SubsidiariesDefault, as the case may be, in accordance with GAAP; (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 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 (fh) do, observe and perform or cause to comply and cause each be done, observed or performed all of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability 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 of its Restricted Subsidiaries foreign country, or any municipality therein, or otherwise, in each case where non-compliance might give rise to perform its obligations hereunder a material adverse effect on the business or under the Note Guarantees or the rights and remedies financial condition of the Trustees or the Holders thereunderCorporation.

Positive Covenants. So long as any Notes are outstanding The Subsidiary and except as otherwise permitted by the terms Company covenant and agree with the Investor that, at all times during the currency of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersDebenture: (a) the Subsidiary will pay the principal sum, interest and all other monies required to appoint a trustee whenever necessary be paid to avoid or fill a vacancy the Investor pursuant to this Debenture in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder;manner set forth herein, (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 its Property and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits each 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 Companies will duly observe and conform to all valid requirements perform each and every of any Governmental Authority relative to any of its covenants and agreements set forth in this Debenture and the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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;Subscription Agreement, (c) subject to each of the provisions Companies will forthwith upon becoming aware of this Indenturethe occurrence of an Event of Default, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and provide the business of its Restricted Subsidiaries, as the case may be, in accordance Investor with GAAP;immediate notice thereof, (d) subject 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 solicitor 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 provisions grant of this Indenture Debenture, (including, for greater certainty, ii) the completion Investor’s performance of any transaction not prohibited covenant in this Debenture, (iii) any default by either of the Companies, and (iv) any steps or proceedings taken under Section 5.14this Debenture or otherwise by reason of non-payment or procuring payment of the monies payable under this Debenture, Section 5.15 and all such costs, charges and expenses will bear interest at the rate aforesaid from the date of the Investor incurring or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as being charged the same may be amended from time to time);same, (e) subject the Subsidiary will pay all reasonable expenses of any nominee of the Investor appointed or elected to the provisions board of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking directors of NMLP reasonably incurred in favour attending at meetings of the Trustees board of directors or the Holders any committees thereof, provided NMLP fails 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; andotherwise pay such expenses, (f) in the event the Investor elects at any time not to comply have a nominee on the board of directors of NMLP, the Company shall cause NMLP to give notice to the Investor of all meetings of 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 same manner as the expenses of 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 provisions of the laws of China and cause the constating documents of NMLP, (h) they will, mail quarterly unaudited consolidated financial statements of the Company and quarterly unaudited financial statements of each of its Restricted Subsidiaries to comply with its respective constating documents the Subsidiary and all applicable laws, rules, regulations and orders, except NMLP to the extent Investor within 45 days after the failure to do so would not reasonably be expected to adversely affect the ability end of each fiscal quarter, (i) they will, mail annual audited consolidated financial statements of the Corporation Company and annual audited financial statements of each of the Subsidiary and NMLP to the Investor within 90 days of the end of each fiscal year, (j) they will, mail copies of all reports, financial statements and any other documents sent to the Company’s shareholders to the Investor on a timely basis, (k) they will, mail a copy of the annual budget, together with management’s discussion and analysis for NMLP, within 15 days of approval by the board of directors of NMLP, (l) they will, provide any other financial information relating to the Companies and NMLP reasonably requested by the Investor, (m) they will promptly inform the Investor of the full particulars if a material change (actual, anticipated or threatened) or any change in a material fact occurs in the affairs of the Company or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies subsidiaries, (n) each of the Trustees or Companies and NMLP will maintain proper records and books of account, (o) each of the Holders thereunderCompanies 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.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation BORROWER covenants and agrees with that, until the Trustees for the benefit full and final payment of the HoldersLiabilities, unless AGENT waives compliance in writing: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy BORROWER will repay the Revolving Loan, in accordance with the office of any terms of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder;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 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 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 covenants, terms and conditions upon or under which any such Property or rights are heldnecessary; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true all necessary and faithful entries proper substitutions, additions, modifications and improvements as may be necessary to preserve (a) the value of all its dealings properties and transactions assets, (b) their usefulness to BORROWER and (c) their fitness for their intended purposes, provided that nothing in relation to 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 judgment of BORROWER such is desirable in the conduct of its business and such discontinuance and disposition do not in the business of its Restricted Subsidiariesaggregate have a Materially Adverse Effect on BORROWER. (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 any time be lawfully assessed or levied against or with respect to BORROWER, the Collateral or any other property acquired by BORROWER in substitution for, as the case may bea renewal or replacement of, in accordance with GAAP; (d) subject or modification, improvement or addition to the provisions of this Indenture Collateral (including, for greater certaintybut not by way of limitation, any tax, assessment or other governmental charge which, if not paid, will become a lien or charge upon the completion Collateral) and will also pay all utilities and other charges incurred in the operation, maintenance, use and upkeep of the Collateral or any part thereof. (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 the amount thereof, together with interest at the Default Rate, shall be added to the Liabilities hereby secured. 6.4 BORROWER will (a) preserve and maintain 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 transaction not prohibited under Section 5.14such rights, Section 5.15 privileges and franchises and (c) conduct its business in an orderly and regular manner. 6.5 At any time or Section 8.6), to maintain and 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 time when in the reasonable opinion of AGENT or its counsel it shall be necessary or desirable, BORROWER will execute, acknowledge and deliver or cause to be 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 provisions liens and security interests granted to AGENT hereunder, correcting any inadequate or incorrect description of the Collateral or carrying out the intention of or facilitating the performance of any term, covenant or condition of this IndentureAgreement. In the event BORROWER fails to abide by this Section within 10 days from AGENT's request, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour AGENT may execute all of the Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment above instruments on behalf of all amounts due hereunder or under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderBORROWER.

Positive Covenants. So Each Borrower covenants with each of the Agents and with each of the Lenders that so long as there shall remain any Notes are outstanding and except as otherwise permitted by the terms Borrowings or any other obligations of or affecting any party to this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersAgreement: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy it will pay duly and punctually all sums of money due by it under this Agreement at the times and places and in the office of any of the Trustees so as manner provided for herein and will cause each Guarantor to comply with any requirement do likewise under applicable laws, including as described under Section 13.2 hereunderits 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 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 respect of their respective businesses and assets and, in 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 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 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 the intentions and provisions of the Loan Documents; (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 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 all applicable Environmental Laws; (ii) each Borrower shall ensure that each of the real properties or premises owned, leased or occupied by it or any of its Subsidiaries is free from time contamination by a release, discharge or emission of any Hazardous Material; and (iii) each Borrower and each of its Subsidiaries shall maintain in effect and enforce policies and procedures designed to time 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 cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully Taxes levied, assessed or imposed upon it and/or its Subsidiaries, and/or its properties and assets or in respect those of its Property and the Property of its Restricted Subsidiaries or any part thereof or and/or upon the its income and profits or that of the Corporation its Subsidiaries, as and when the same shall become due and payable, payable save when and so long as any such Taxes are in good faith contested by it or those of its Subsidiaries as may be affected thereby; (h) it will furnish to the Corporation Canadian Agent in sufficient quantities to provide one (1) copy to each Lender and its Restricted Subsidiaries shall exhibit or cause each Agent: (i) as soon as available and in any event within 45 days after the end of each Quarter of each Fiscal Year except for 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 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto prepared in accordance with GAAP; (cB) 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 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 provisions 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 this IndentureNormalizing Adjustments; (3) certifying that, as of the last day of such Quarter, and, to keep the best knowledge of such officer, as of the date of such certificate, no Default or cause Event of Default has occurred and is continuing; (4) providing a report on outstanding hedging contracts entered into by the 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 qualify as Unrestricted Entities as at the end of such period; (ii) as soon as practicable and in 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 be kept proper books prepared in accordance with GAAP; (B) accompanying the audited consolidated financial statements of account and make or cause 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 and, copies of such auditors’ recommendations, if any; and (C) a certificate accompanying the financial statements required to be made therein true 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: (1) containing sufficient information to permit each Lender to determine whether the financial covenants contained in Section 8.4 are being maintained, including 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 faithful entries 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 is continuing; (3) providing a breakdown of the EBITDA for each Borrower and its Subsidiaries, on an individual basis, as at the last day of such Fiscal Year; (4) providing a report on outstanding hedging contracts entered into by the 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 its dealings Unrestricted Entities which continue to qualify as Unrestricted Entities as at the end of such period; (iii) as soon as possible and transactions in relation to its business and the business any event within ten (10) Business Days after any Borrower or any of its Restricted Subsidiaries receives (A) notice of the commencement 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 GAAPthis Agreement; (dl) subject to it will cause any Person (i) who after the provisions date hereof is newly incorporated or newly acquired and meets the criteria set forth in the definition of this Indenture Guarantor (includingsuch entity, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6a “New Guarantor”), to maintain execute and cause each Restricted Subsidiary deliver, within sixty (60) days thereof, or 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 Guarantor, to maintain at all times its respective corporate existence execute and deliver, as soon as reasonably practicable, a Guarantee (together with favourable supporting legal opinions) to the Canadian Agent; provided that, if such Person ceases to meet the criteria set forth in the definition of Guarantor, in accordance with their respective organizational documents (as the same may be amended from time to time)terms of this Agreement, the Canadian Agent will grant releases and discharges of such Person’s Guarantee; (em) subject it will ensure that all Shareholders’ Agreements entered into after the 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 substance satisfactory to the provisions of this IndentureCanadian Agent and shall include in such summary description confirmation that such entity is an Eligible Business; provided, to cause each Guarantee granted by each Guarantor and however, that such “snapshot” summary shall not be required in connection with any subordination undertaking such investments equalling less than U.S.$100,000,000; provided, further, that no such investment shall be made 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 Notesan entity that is not an Eligible Business; and (fo) 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 comply and cause each of remove an entity from its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except qualification as an Unrestricted Entity at any time by giving written notice to the extent Canadian Agent and thereafter all provisions hereunder with respect to the failure to do so would not reasonably be expected to adversely affect the ability Subsidiaries of the Corporation or any Borrower (other than provisions specifically relating to Unrestricted Entities) shall apply to such entity in the event such entity is a Subsidiary of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereundera Borrower.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation Section 5.1 GUARANTOR covenants and agrees with that until the Trustees for the benefit full and final payment of the HoldersLiabilities, unless LENDER waives compliance in writing: (a) GUARANTOR will maintain, preserve and keep its properties and assets or cause the same to appoint a trustee whenever 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 to avoid or fill a vacancy in the office of any of the Trustees so and proper repairs, replacements and renewals thereto as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) shall 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 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 covenants, terms and conditions upon or under which any such Property or rights are heldnecessary; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true all necessary and faithful entries proper substitutions, additions, modifications and improvements as may be necessary to preserve (1) the value of all 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 dealings properties and transactions disposing of same if in relation to the judgment of GUARANTOR such is desirable in the conduct of its business and such discontinuance and disposition do not in the business 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 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 its Restricted Subsidiarieslimitation, as 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 the case may beoperation, maintenance, use and upkeep of any such assets. (c) GUARANTOR agrees that in accordance with GAAP;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) subject 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 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 GUARANTOR’s common stock or no substantial liabilities other than liabilities directly related to the provisions purchase of said shares of GUARANTOR’s common stock or directly related to the said merger transaction (the “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. (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 Indenture 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. (including, 1) GUARANTOR understands that the Loan Agreement requires BORROWER to provide LENDER with quarterly consolidated and annual consolidated and consolidating financial statements for greater certainty, BORROWER and GUARANTOR. (2) GUARANTOR acknowledges that obligations and agrees to be bound thereby to the completion 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 transaction 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 prohibited under Section 5.14, Section 5.15 or Section 8.6), covered by insurance shall be deemed to maintain and cause each Restricted Subsidiary constitute litigation of a character which must be reported to maintain LENDER. (h) GUARANTOR will at all times comply with, or cause to be complied with, all laws, statutes, rules, regulations, orders and directions of any governmental authority 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, and the right, through its respective corporate existence in accordance with their respective organizational documents (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 part of the Collateral wherever 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 located and any subordination undertaking in favour regardless of the Trustees 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 Holders to be maintained in full force and effect at all times until the full and final settlement, collection or payment of all amounts due hereunder or under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability any of the Corporation 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 its Restricted Subsidiaries GUARANTOR under any Account, contract or agreement assigned to perform its obligations hereunder or under LENDER, and LENDER shall not be responsible in any way for the Note Guarantees or the rights and remedies performance by GUARANTOR of any of the Trustees or the Holders thereunderterms and conditions thereof.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by In consideration of the terms of this IndentureSukukholders from time to time subscribing for the Sukuk Ijarah, the Corporation covenants Issuer hereby irrevocably and agrees with unconditionally undertakes and covenants, to the Trustees Sukuk Trustee for the benefit of all Sukukholders and as an integral part of the Holders: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) to appoint ensure that DTCQ remains at all times a trustee whenever necessary to avoid or fill a vacancy controlling shareholder with no less than twenty percent (20%) (direct and/or indirect) effective shareholdings in the office issued and paid-up capital of any 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 the Trustees so as to comply PCB with any requirement under applicable laws, including as described under Section 13.2 hereunderno less than fifteen percent (15%) (direct and/or indirect) shareholdings in PCB; (b) from time to time to pay or cause perform all obligations expressed to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and assured by it under 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPTransaction Documents; (c) subject to at all times maintain the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions Minimum Balance in relation to its business and the business of its Restricted Subsidiaries, Finance Service Reserve Account in the manner as provided in the case may be, in accordance with GAAPrelevant Security Documents; (d) subject comply with all applicable and relevant laws and regulations with regards 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 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)Sukuk Ijarah; (e) exercise reasonable diligence in carrying out its business in 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 provisions of this IndentureIssuer, to cause each Guarantee granted by each Guarantor provide the Sukuk Trustee and any subordination undertaking person appointed by it e.g. auditors access to such books and accounts to the extent permitted by law; (h) maintain a Paying Agent in favour of Malaysia and procure the Trustees or Paying Agent to notify the Holders to be maintained Sukuk Trustee, through the Facility Agent, in the event the Paying Agent does not receive payment from the Issuer on the due dates as required under the Transaction Documents; (i) preserve and keep in full force and effect at all times until consents and rights necessary for the conduct of its business; (j) maintain and/or cause to be maintained such takaful/insurances with a licensed takaful/insurance company or companies in respect of its assets and business against all risks which a reasonable company carrying on a business similar to that of the Issuer would normally insure; (k) redeem in full all outstanding Sukuk Ijarah in accordance with the terms and final payment conditions of all amounts the Transaction Documents (including but not limited to redeeming the Sukuk Ijarah on the relevant Maturity Date(s) or any other date on which the Sukuk Ijarah are due hereunder or under and payable); (l) utilise the Notesissue proceeds from the Sukuk Ijarah for the purpose as represented in the Sukuk Programme Agreement; and (fm) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except deliver to the extent Security Agent or the failure Solicitors the original issue document of title pertaining to do so would not reasonably be expected to adversely affect the ability New Land immediately upon issuance of the Corporation or any same registered in its name by the state authority of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderPenang.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Sixth Issuer covenants and agrees undertakes with the Trustees Sixth Issuer Security Trustee for the benefit of the HoldersSixth Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in 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, including as described under Section 13.2 hereunderproper and efficient manner; (b) from give to the 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 time the generality of the foregoing the procurement by the Sixth Issuer of all such certificates called for by the Sixth Issuer Security Trustee pursuant 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 its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge 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 exercise of the Property duties, trusts, powers, authorities and discretions vested in it under these presents or rights any other Transaction Document to which the Sixth Issuer Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPlaw; (c) subject 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 provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Sixth Issuer Security Trustee and any person or cause persons appointed by the Sixth Issuer Security Trustee to be made therein true whom the Sixth Issuer shall have no reasonable objection free access to such books of account 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; (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 cause each Restricted Subsidiary to maintain 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 respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Sixth Issuer Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions 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 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 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 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 (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 Sixth Issuer has complied, to the best of their knowledge and belief, with all its obligations contained in this Deed and each of the other Sixth 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 Sixth Issuer Security Trustee be necessary at any time or times to give effect to the terms and conditions of this IndentureDeed and the other Sixth 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 Sixth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the opinion of the Trustees or Sixth Issuer Security Trustee, being contested in good faith by the Holders Sixth Issuer; and (k) so far as permitted by law to be maintained enter into and maintain in full force and effect at all times until a group income election under Section 247 of the full Income and final payment Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of all amounts due hereunder or that Act and which are made under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except Sixth Issuer Intercompany Loan Agreement by Funding to the extent the failure to do so Sixth Issuer and ensure that no steps will be taken (whether by act, omission or otherwise) which would not reasonably be expected to adversely affect lead to the ability revocation or invalidation of the Corporation aforementioned election; and immediately to notify the Sixth Issuer Security Trustee if it becomes aware that the aforementioned election ceases to be in full force and effect or any if circumstances arise, of its Restricted Subsidiaries which it is aware, which may result in that election ceasing to perform its obligations hereunder or under the Note Guarantees or the rights be in full force and remedies of the Trustees or the Holders thereundereffect.

Positive Covenants. So Borrower (and, to the extent applicable, each other Loan Party), covenants with Lender that so long as any Notes are outstanding and except as it is indebted or otherwise permitted by the terms of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the Holders: obligated (acontingently or otherwise) to appoint a trustee whenever necessary Lender, it will do and perform the following covenants. Borrower will pay to avoid Lender when due all amounts (whether principal, interest or fill a vacancy in the office of any of the Trustees so as other sums) owing by it to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) Lender from time to time time; Borrower will deliver to pay 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 corporation or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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 Subsidiariespartnership, as the case may be, and will maintain all licenses, permits and authorizations required from regulatory or governmental authorities or agencies to permit it to carry on its business, including, without limitation, any licenses, permits and authorizations in accordance with GAAP; (d) subject respect of the Project, and any licenses, certificates, permits and consents for the protection of the environment; Each Loan Party will maintain appropriate books of account and records relative to the provisions operation of this Indenture 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 writing of any significant loss or damage to its property; Each Loan Party will remit all sums when due to tax and other governmental authorities (including, for greater certaintywithout limitation, the completion any sums in respect of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6employees and GST), to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence upon request, will provide Lender with such information and documentation in accordance with their respective organizational documents (respect thereof as the same Lender may be amended reasonably require 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 and cause each of its Restricted Subsidiaries to Each Loan Party will comply with its respective constating documents and all applicable laws, rulesrules and regulations, regulations including without limitation, environmental laws and ordersbuilders' lien legislation; Borrower will remove any encumbrance, except 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 extent the failure Project and where any such payments are made, they shall be added to do so would not reasonably be expected to adversely affect the ability and form a part of the Corporation or any of principal sum; Borrower will maintain the Project Assets in good repair and good and safe condition suitable for its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereundercurrent use.

Positive Covenants. So long The Company agrees as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the Holders:follows: ------------------ (a) The Company will promptly pay and discharge, or cause to appoint a trustee whenever necessary to avoid be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or fill a vacancy in levies imposed upon the office of any income, profits, property, or business of the Trustees so 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 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 to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to security therefor. The Company will promptly pay or cause to be paid all taxeswhen due, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect 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 Property Subsidiaries in good repair, working order, and condition, reasonable wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, replace ments, additions, and improvements thereto; and the Property Company and its Subsidiaries will at all times comply with the provisions of its Restricted Subsidiaries all material leases to which any of them is a party or under which any part thereof of them occupies property so as to prevent any material adverse effect to the business, assets or upon the income and profits property of the Corporation as Company and when the same become due its Subsidiaries; (c) The Company will keep true records and payablebooks of account in which full, true, and the Corporation correct entries will be made of all dealings or transactions in B-25. relation to its business and affairs in accordance with generally accepted accounting principles applied on a consistent basis; (d) The Company and all 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 covenants, terms and conditions upon or under governmental authorities which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 material to the provisions conduct of this Indenture, their businesses or to keep their property or cause to be kept proper books of account and 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; (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 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);assets; and (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 The Company shall maintain in full force and effect at its corporate existence, rights, and franchises and all times until material licenses and other material rights to use processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the full and final payment of all amounts due hereunder or under Company to be necessary to the Notes; and (f) to comply and cause each conduct of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderbusiness.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Company covenants and agrees with the Trustees for Offeror that, except as expressly contemplated or permitted by this Agreement or to the benefit extent the Offeror has otherwise consented in writing, prior to the earlier of the HoldersEffective Time and the time this Agreement is terminated, the Company shall: (a) cooperate with the Offeror and take all reasonable action to appoint a trustee whenever necessary to avoid or fill a vacancy in support the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderOffer; (b) from time carry on its business and cause its Subsidiary to time carry on its business only in, and not take any action except in, the ordinary course of business consistent with past practice and shall not otherwise authorize any capital expenditures in excess of $250,000 for any item or series of items constituting parts of a single item or $500,000 in the aggregate for the Company and its Subsidiary taken as a whole for all such items; provided that the Company and its Subsidiary shall be authorized to pay make all capital expenditures in accordance with all commitments and contracts with third parties in existence at the date hereof as disclosed in the Data Room Materials or cause pursuant to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits capital budgets of the Corporation as and when Company or its Subsidiary approved by the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit Board of Directors on or cause to be exhibited prior to the Trustees, when required, date hereof as disclosed in 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 covenants, terms and conditions upon or under which any such Property or rights are heldData Room Materials; provided, however, that the Corporation Company and its Restricted Subsidiaries Subsidiary shall have not be restricted from making the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees Termination Payments or dues and, upon such contest, may delay or defer the payment or discharge thereof if adequate reserves have been maintained described in section 1.6(c) . (c) confer on a regular basis with the Offeror with respect thereto to operational matters and promptly advise the Offeror, orally and then promptly in accordance with GAAPwriting, 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); (cd) 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 Indenture, Agreement untrue in any material respect at any time prior to keep the date of the Effective Time if then made; (i) continue to file all documents or cause information required to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and filed by the business of its Restricted Subsidiaries, as the case may beCompany under applicable Securities Laws, in accordance with GAAPtimelines 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 applicable Securities Laws; (dj) subject to make or cooperate as necessary in the provisions of this Indenture (including, for greater certainty, the completion preparation of any transaction not prohibited under Section 5.14exemption applications or orders and any other documents deemed reasonably necessary by the Company or the Offeror, Section 5.15 or Section 8.6)acting reasonably, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with discharge their respective organizational documents (obligations under Applicable Laws in connection with the Offer or as required under Securities Laws in order to permit 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 making or consummation 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 NotesOffer; and (fk) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to provided the extent the failure to do so would not reasonably be expected to adversely affect the ability conditions of the Corporation Offer described in Schedule “B” have been satisfied or any of its Restricted Subsidiaries to perform its obligations hereunder or under waived, deliver the Note Guarantees or the rights and remedies certificate of the Trustees or the Holders thereunderchief executive officer and chief financial officer contemplated in paragraphs (h) and (i) of Schedule “B”.

Positive Covenants. So long as any Notes are outstanding and except as Unless otherwise permitted agreed to in writing by the terms of this IndentureBoard and the Investor Director, the Corporation covenants and Company agrees with the Trustees for the benefit of the Holdersas follows: (a) The Company will promptly pay and discharge, or cause to appoint a trustee whenever necessary to avoid be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or fill a vacancy in levies imposed upon the office of any income, profits, property, or business of the Trustees so 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 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 to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to security therefor. The Company will promptly pay or cause to be paid all taxeswhen due, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect 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 Property Subsidiaries in good repair, working order, and condition, reasonable wear and tear excepted, 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 Property Company and its Subsidiaries will at all times comply with the provisions of its Restricted Subsidiaries all material leases to which any of them is a party or under which any part thereof of them occupies property so as to prevent any material adverse effect to the business, assets or upon the income and profits property of the Corporation as Company and when the same become due its Subsidiaries; (c) The Company will keep true records and payablebooks of account in which full, true, and the Corporation correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles applied on a consistent basis; (d) The Company and all its Restricted Subsidiaries shall exhibit or cause use their best efforts 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 covenants, terms and conditions upon or under governmental authorities which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 material to the provisions conduct of this Indenture, their businesses or to keep their property or cause to be kept proper books of account and 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; (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 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);assets; and (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 The Company shall maintain in full force and effect at its corporate existence, rights, and franchises and all times until material licenses and other material rights to use processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the full and final payment Company to be necessary to the conduct of all amounts due hereunder or under the Notes; andits business. (f) Upon an Event of Default, the Company shall immediately delivery written notice to comply each of the Investors stating (i) the nature and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation Event of Default, (ii) when the Event of Default occurred, and (iii) any action taken or any to be taken (if any) to remedy such Event of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderDefault.

Positive Covenants. So The Borrower irrevocably and unconditionally covenants and undertakes that so long as any Notes are outstanding Obligations remain outstanding, and except as otherwise permitted by until the terms of this IndentureFinal Settlement Date, the Corporation covenants and agrees with the Trustees for the benefit of the Holdersit shall: (a) maintain its corporate existence (to appoint a trustee whenever the extent applicable) and all rights and privileges enjoyed and obtain, comply with the terms of and do all that is necessary to avoid or fill a vacancy maintain in the office of any of the Trustees so as full force and effect all Approvals required to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderenable it to lawfully carry on its business; (b) from time obtain, comply with the terms of and do all that is necessary to time maintain in full force and effect all Approvals as may be required to pay or cause enable it to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of enter into and perform its Property obligations under the Finance Documents and the Property of its Restricted Subsidiaries transactions contemplated thereby and to ensure the legality, validity, enforceability or any part thereof or upon the income and profits admissibility in evidence of the Corporation as Finance Documents 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPthis Agreement; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of comply with all its dealings and transactions in relation to its business Applicable Laws and the business terms and conditions of its Restricted Subsidiaries, as the case may be, in accordance with GAAPApprovals; (d) subject to the provisions of this Indenture (includingpay regularly all Taxes, for greater certaintyassessments, the completion of any transaction not prohibited under Section 5.14dues, Section 5.15 or Section 8.6)duties and impositions as may, to maintain and 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)time be payable to any Governmental Authority; (e) subject 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 reasonable opinion of the Lender, to create and perfect the security with respect to the provisions 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 IndentureAgreement or on any instruments, issued hereunder, payable in relation to cause each Guarantee granted by each Guarantor the interest amounts on the pre-paid Loan amount paid to the Lender; (h) perform and any subordination undertaking in favour execute, on the request of the Trustees or Lender, such acts and deeds, as may be reasonably necessary and/or required to carry out the Holders to be maintained in full force and effect at all times until intent of the full and final payment of all amounts due hereunder or under the NotesFinance Documents; and (fi) do all such acts and things as may be reasonably required by the Lender to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to protect the extent the failure to do so would not reasonably be expected to adversely affect the ability interest of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or Lender under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderFinance Documents.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenturehereof, the Corporation Issuer covenants and agrees with the Trustees Trustee for the benefit of the HoldersNoteholders: (a) to duly and punctually pay or cause to be paid to every Noteholder the principal, interest or Premium, if any, on the dates and at the places and in the manner specified herein and in such Notes; (b) to appoint a trustee Trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees Trustee so as to comply with any requirement under applicable laws, including as described under Section 13.2 that there shall at all times be a Trustee 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 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 pay to the provisions 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 this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business the trusts hereby created (including the reasonable compensation and the business disbursements of its Restricted Subsidiariesthird-party counsel and all other third-party advisers and assistants not regularly in its employ after obtaining consent or consulting with the Issuer in advance), as the in each case may be, in accordance with GAAPthe 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 the Trustee under the trusts hereof shall be finally and fully performed, except any such expense, disbursement or advance as may arise from its negligence or wilful misconduct, and after default, all amounts so payable shall be payable out of any funds coming into the possession of the Trustee or its successors in the trusts hereunder in priority to any payment of the principal, interest or Premium on, or sinking fund, with 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, payable on demand; (d) subject to the provisions of this Indenture (includingon becoming aware, for greater certaintyat any time, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6)Event of Default, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence promptly notify the Trustee in accordance with their respective organizational documents (as the same may be amended from time to time)writing; (e) subject furnish to the provisions Trustee copies of consolidated financial statements, whether annual or interim, of the Issuer and any report of the 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 any report of the Auditors thereon on SEDAR or XXXXX in accordance with applicable securities laws shall satisfy the Issuer’s obligation to furnish the Trustee with copies of same); (f) within 90 days after the end of each fiscal year 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 cause each Guarantee granted by each Guarantor comply, the period of existence thereof and any subordination undertaking in favour of the Trustees or action 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 NotesIssuer is taking with respect thereto; and (fg) so long as any Notes remain outstanding, the Issuer shall not request DBRS to comply and cause each withdraw its rating of the Notes. In the event that DBRS withdraws its Restricted Subsidiaries rating of the Notes, the Issuer will use commercially reasonable efforts to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except obtain a credit rating from another credit rating agency acceptable to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderTrustee, acting reasonably.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Borrower covenants and agrees with the Trustees for Lender that the benefit of the HoldersBorrower will: (a1) duly and punctually pay to appoint a trustee whenever necessary to avoid or fill a vacancy in the office Lender when due the IRI Loan Indebtedness and observe and perform all of any of its other obligations hereunder and under the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderFirst Tier Loan Note and the Second Tier Loan Note; (b2) from time promptly pay and discharge or cause to time 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 all taxesany tax, rates, levies, assessments, government fees assessment or dues lawfully levied, assessed other governmental charge not yet past due or imposed upon or that is being contested in respect of its Property good faith by appropriate proceedings 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 covenants, terms and conditions upon or under for which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPmaintained; (c3) subject to preserve and maintain the provisions of this IndentureTrust’s existence, to keep or cause to be kept proper books of account licenses, rights, franchises, and make or cause to be made therein true and faithful entries of all its dealings and transactions privileges in relation to its business and the business jurisdiction of its Restricted Subsidiariesformation and all authorizations, as 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 case may beownership or leasing of its properties, and qualify and remain qualified in accordance with GAAPeach jurisdiction in which such qualification is necessary in view of the ownership or leasing of its properties; (d4) 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 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and the requirements of all applicable laws, rules, regulations and ordersorders of any governmental authority, except non-compliance with which is likely to the extent the failure to do so would not reasonably be expected to materially adversely affect the ability financial condition or assets of the Corporation Trust, except that the Borrower need not comply with a requirement then being contested by it in good faith by appropriate proceedings; (5) concurrently with the appointment of any replacement trustee of the Trust, 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 cause to be kept true and correct books of account of the Trust, on the accrual method of accounting in accordance with 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 Business Days to such books of account and all other information reasonably requested by the 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 delivered to the Lender: (a) within 45 days of 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; (b) within 120 days of the end of each fiscal year of the Trust, a copy of the Trust’s annual audited financial statements certified by an independent public accountant, 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 Commercial Property; and (8) comply with all requirements for timely filing of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies all returns of the Trustees Trust under applicable fiscal legislation and pay or the Holders cause to be paid all requisite taxes thereunder.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by Each of the terms of this IndentureBorrower(s) hereby agrees, the Corporation undertakes, covenants and agrees assures that it shall comply with the Trustees for following until the benefit of the HoldersFinal Settlement Date: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees so as to The Borrower(s) shall comply with any requirement under all the Laws applicable to them, including Tax laws, including as described under Section 13.2 hereunder;anti-money laundering laws and accounting laws. (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 its Property The Borrower(s) shall obtain 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 Consents required for or in relation to: (i) performing their obligations in relation to the full Facility and final payment of all amounts due hereunder / or under the NotesTransaction Documents; and(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 documents / 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, 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 Person (whether or not they are in the 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 comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and time, share all applicable laws, rules, regulations and orders, except information relating to the extent Facility, its nature and amount and the failure to do so would not reasonably be expected to adversely affect Securities created in relation thereto the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or Facility, with the’Information Utilities’constituted under the Note Guarantees or provisions of Insolvency and Bankruptcy Code,2116, in such manner as required under the rights and remedies of the Trustees or the Holders thereunderCode.

Positive Covenants. So 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 Notes are outstanding and except as otherwise permitted such covenant is to be done or performed by the terms of this Indenturea Guarantor, the Corporation Borrower also covenants and agrees with the Trustees for the benefit of the HoldersLender to cause such Guarantor to do or perform such covenant: (a) Borrower will pay to appoint a trustee whenever necessary Lender when due all amounts (whether principal, interest or other sums) owing by it to avoid or fill a vacancy in the office of any of the Trustees so as Lender from time to comply with any requirement under applicable laws, including as described under Section 13.2 hereundertime; (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 its Property and Borrower will ensure that the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits proceeds of the Corporation loans provided under the Facilities are used only by Borrower and for the purposes described hereunder or as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to may 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest otherwise approved by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto Lender in accordance with GAAPwriting; (c) subject 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 its business, including, without limitation, any licenses, certificates, permits and consents for the provisions purposes of this Indenture, to keep or cause to be kept proper books of account conducting its Business and make or cause to be made therein true constructing and faithful entries of all its dealings and transactions in relation to its business and operating the business of its Restricted SubsidiariesProject, as well as for the case may be, in accordance with GAAP; (d) subject to the provisions purposes 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 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 protection 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and ordersenvironment, except to the extent the 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 property 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, except to the extent any failure to do so would not reasonably be expected to have a Material Adverse Change; (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 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 which, if adversely determined, would reasonably be expected to have a Material Adverse Change; (iv) any insurance claims against any Loan Party or any Loan Party’s assets or properties; (v) the ability 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 Corporation drawn amount under Facility #4 will be hedged through to the Term Date; (p) Borrower will administer a 10% statutory holdback provision in the ordinary course of construction and in accordance with the 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 things, the location of each improvement and compliance with municipal development or zoning restrictions; (r) Borrower will diligently and continuously proceed with the Project, in accordance with the Project Budget, Project Plan, and Construction Schedule and will not abandon the Project; (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 Business Authorizations; (iii) comply in all material respects with the 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; and (iii) with no storefront or retail operations unless and until it is lawful to do so and the Borrower is operating such operations in accordance with 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 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; (x) Borrower will comply with all terms and conditions of all insurance policies issued in 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 the Facilities, including 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 its Restricted Subsidiaries all information delivered to perform its obligations hereunder or under Lender; (dd) each Loan Party will ensure that each of the Note Guarantees or 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 remedies 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 will cause each Loan Party to provide, such financial and business information reasonably requested by the 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 each of the Trustees or 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); and (hh) Borrower will fund the Holders thereundertransactions contemplated by the Share Purchase Agreement with the proceeds of: (a) Subordinated Debt that is deeply subordinated in favour of the Lender; and/or (b) any equity financings.

Positive Covenants. So 7.1 The Borrower covenants and undertakes that, so long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation 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, 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 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 payableLoan shall remain outstanding, 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 money owing hereunder, the Borrowers, agrees as under (unless the Bank waives compliance in writing which waiver shall not be granted by the Bank in derogation to the applicable laws) (i) The Borrower shall utilize the Loan only for the Purposes defined in this Agreement and for no other purpose. (ii) The refund of 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 hereunder from other income of the Borrower. (v) ln case of any sale of units in the 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 Notes; andLease Documents. The Borrower shall also furnish tenancy reports for the Property collateral with usual lease details upon demand. (fxii) 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 cause each 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 Restricted Subsidiaries subsidiaries including any actions taken by any other creditors which might affect its ability to comply with perform its respective constating documents obligations under this Agreement. (xix) Promptly inform the Bank of the occurrence of any Event of Default and all applicable lawsof the steps being taken to remedy the same and will, rulesfrom time to time, regulations and ordersif so requested by the Bank, except 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 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 the Property. (xxii) The Borrower shall ensure that the Property and the Security for Loan is duly insured with an insurance company / or companies (acceptable to the Bank) at the cost and expenses of the Borrower against and for all risk including natural calamities like earthquake, floods etc, and other events riots, terrorist attack etc., and same to be assigned in favour of the Bank. The Borrower shall maintain insurance on and in relation to its business and 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 failure business such as that carried on by the Borrower and deliver a copy of such insurance policies to do so would not reasonably be expected 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 adversely affect 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 Corporation 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 generally accepted accounting principles and practices consistently applied. (xxvi) The Borrower shall inform the Bank prior in time in respect of the Borrower or any of its Restricted Subsidiaries directors/partners assuming, guaranteeing, endorsing or in any manner becoming directly or contingently liable for or in connection with the obligation of any person other than itself. (xxvii) Perform, on request of the Bank, such acts as may be necessary to perform its obligations hereunder carry out the intent of this Agreement. (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 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 Note Guarantees IBC or prior to agreeing to participate or participation in any proceedings commenced against it under the rights and remedies IBC or in view of the Trustees 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 at such intervals as may be required by the Bank; (b) Quarterly audit report of the Property and the Receivables by an auditor appointed by the Bank at the cost of the Borrower or at such other intervals as may be required by the Holders thereunderBank to ensure that the 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 utilization of funds at each stage of disbursements of the Loan; (d) Such other statement or statements or information pertaining to the operations of the Borrower as the Bank may reasonably require. (xxxii) The Bank shall have the right to seek certification from the Borrower’s auditors regarding diversion / siphoning of funds by the 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 Companies, CERSAI and Information Utilities within 30 (thirty) days of Security being created in favour of the Bank and shall submit proof thereof. (xxxv) The 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 may deem necessary. (xxxvii) Bank’s name in the form 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 Bank. (xxxix) The Borrowers shall submit to the Bank, monitoring reports in respect of the Property in the form and manner as may be prescribed by the Bank to the Borrower in a pre-agreed format at such intervals 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. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the Holders(A) The Borrower shall: (ai) at all times retain good title to appoint a trustee whenever necessary the Shares free from any Encumbrance whatsoever (save for any rights or Encumbrances which may be granted to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderBank); (bii) 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 its other present and future unsecured indebtedness, except for obligations which are mandatorily preferred by law; (iv) from time to pay time at the Bank's request do or cause procure the doing of all such things (including, without limitation, the execution of all such documents in form and substance satisfactory to be paid all taxesthe Bank) as are necessary for giving full effect to this Agreement, ratesthe Share Charge, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or the Novation Agreement and the security interests in respect of 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 Shares granted by each Guarantor and any subordination undertaking in favour of the Trustees or Bank as contemplated herein and therein; (v) obtain, comply with the Holders terms of and do all that is necessary to be maintained maintain in full force and effect at all times until authorisations, approvals, licences and consents required in or by all applicable laws and regulations to enable the full Borrower lawfully to enter into and final payment of all amounts due hereunder or perform its obligations under this Agreement, the NotesShare Charge and the Novation Agreement; and (fvi) 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 comply ensure that the Value of the Shares shall at any given date from the date hereof to and cause each 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 as the Bank may in its Restricted Subsidiaries absolute discretion decide:- (i) repay all 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 comply with its respective constating documents and all applicable laws, rules, regulations and orders, except ensure that the requirements of Clause 15(B) are met. (D) Without prejudice to the extent provisions of Clause 15(C), if at any time the failure provisions of Clause 15(B) are not for the time being complied with the Bank shall have the right at such time, without prior notice to do so would not reasonably be expected the Borrower, to adversely affect the ability enforce its security in respect of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under Shares in accordance with the Note Guarantees or the rights and remedies terms of the Trustees or the Holders thereunderShare Charge.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by The Chargor hereby expressly covenants with the terms Chargee that the Chargor will at all times during the continuance of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the Holders:Charge: - (a) keep all structures or fixtures now or at any time hereafter erected on or affixed to appoint a trustee whenever necessary the Property in tenantable repair and condition. In default whereof it shall be lawful for but not obligatory upon the Chargee to avoid or fill a vacancy in carry out such repairs and if the office of any Chargee shall carry out such repairs, the costs and expenses thereof shall be for the account of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderChargor; (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 or cause to be paid all taxesthe quit rent, assessment, rates, leviestaxes, assessments, government fees or dues lawfully levied, assessed or imposed upon or 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 Property 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 of its Restricted Subsidiaries or any part thereof or upon the income right, title or ownership thereto and profits the Chargee may if it thinks fit and on behalf of or in the name and at the expense of the Corporation Chargor do all such acts and employ all such persons as the Chargee shall deem fit for the purpose of safeguarding and when preserving the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited Property; (f) give full particulars in writing within seven (7) days to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements Chargee upon receipt of any Governmental Authority relative notice or proposal for a notice or order or proposal for an order given or issued or made to any the Chargor in respect of the Property or rights 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 Corporation Chargee and its Restricted Subsidiaries 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 covenants, the terms and conditions contained in the Security Documents 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 under 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 hereafter indemnify and keep indemnified the Chargee against all actions proceedings costs expenses claims and demands in respect of such Property act matter or rights are held; provided, however, that thing done omitted or suffered to be done in contravention of the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPsaid provisions; (ch) subject 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; (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 covenants and undertakes 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 undergrowth PROVIDED ALWAYS that nothing in this clause contained and no act of the Chargee its servants or agents done in pursuance of the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions clause shall render the Chargee liable as a chargee in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPpossession; (dk) subject let the Chargee have the custody or possession of the issue document of title/strata title to the provisions of Property so long as 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 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)Charge shall remain undischarged; (el) subject to shall observe and perform all the provisions of this Indenture, to cause each Guarantee granted by each Guarantor terms and any subordination undertaking conditions contained 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderSecurity Documents.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Fourth Issuer covenants and agrees undertakes with the Trustees Security Trustee for the benefit of the HoldersFourth Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary proper and efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderit; (b) from give to the 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 time the generality of the foregoing the procurement by the Fourth Issuer of all such certificates called for by the Security Trustee pursuant 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 its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge 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 exercise of the Property duties, trusts, powers, authorities and discretions vested in it under these presents or rights any other Transaction Document to which the Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPlaw; (c) subject 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 applicable to it for the provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Security Trustee and any person or cause persons appointed by the Security Trustee to be made therein true whom the Fourth Issuer shall have no reasonable objection free access to such books of account 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; (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 cause each Restricted Subsidiary to maintain 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 respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Security Trustee carrying out its duties under this Dxxx; (e) subject to send to the provisions 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 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 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 publish (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, 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 Fourth Issuer has complied, to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other Fourth 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 Security Trustee be necessary at any time or times to give effect to the terms and conditions of this IndentureDeed and the other Fourth 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 Fourth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the sole opinion of the Trustees or Security Trustee, being contested in good faith by the Holders Fourth Issuer; and (k) so far as permitted by law to be maintained enter into and maintain in full force and effect at all times until a group income election under Section 247 of the full Income and final payment Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of all amounts due hereunder or that Act and which are made under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except Fourth Issuer Intercompany Loan Agreement by Funding 1 to the extent the failure to do so Fourth Issuer and ensure that no steps will be taken (whether by act, omission or otherwise) which would not reasonably be expected to adversely affect lead to the ability revocation or invalidation of the Corporation aforementioned election; and immediately to notify the Security Trustee if it becomes aware that the aforementioned election ceases to be in full force and effect or any if circumstances arise, of its Restricted Subsidiaries which it is aware, which may result in that election ceasing to perform its obligations hereunder or under the Note Guarantees or the rights be in full force and remedies of the Trustees or the Holders thereundereffect.

Positive Covenants. So long as Each Loan Party covenants with Lender that, it will do and perform the following covenants (to the extent applicable to it). If any Notes are outstanding and except as otherwise permitted such covenant is to be done or performed by the terms of this Indenturea Guarantor, the Corporation Borrower also covenants and agrees with the Trustees for the benefit of the Holders:Lender to cause Guarantor to do or perform such covenant. Fire & Flower Holdings Corp. April 21, 2020 (a) Borrower will pay to appoint a trustee whenever necessary Lender when due all amounts (whether principal, interest or other sums) owing by it to avoid or fill a vacancy in the office of any of the Trustees so as Lender from time to comply with any requirement under applicable laws, including as described under Section 13.2 hereundertime; (b) from time Borrower will ensure each Loan Party (other than the Borrower) is a direct or indirect wholly- owned Subsidiary of the Borrower and to time to pay or cause to the extent any such Loan Party is indirectly owned, all such ownership interests will be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect held by Loan Parties; (c) Borrower will ensure that not less than 100% of its Property 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 Property Cannabis Authorizations, which shall be maintained in all respects) required from Governmental Authorities to permit it to carry on its business, including, without limitation, any licenses, certificates, permits and consents for the protection of the environment; (f) each Loan Party will maintain its books of account and records relative to the operation of its Restricted Subsidiaries or any part thereof or upon the income business 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto financial condition in accordance with GAAP; (cg) subject each Loan Party will maintain and defend title to the provisions all of this Indentureits property and assets, to will maintain, repair and keep or cause to be kept proper books in good working order and condition all of account its property and make or cause to be made therein true assets (normal wear and faithful entries of all its dealings tear excepted) and transactions in relation to will continuously carry on and conduct its business in a proper, efficient and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPbusinesslike manner; (dh) subject 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 provisions 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 this Indenture 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, for greater certaintywithout limitation, the completion any sums in respect of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6employees and GST), to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence upon request, will provide Lender with such information and documentation in accordance with their respective organizational documents (respect thereof as the same Lender may be amended reasonably require from time to time; Fire & Flower Holdings Corp. April 21, 2020 (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; (el) subject each Loan Party shall ensure that: i) the 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 Cannabis Authorizations; ii) the retail, distribution 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, 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 extent that such facilities are required to be maintained 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 compliance with all Cannabis Laws and other Applicable Laws; (m) each Loan Party shall: i) obtain when required each Cannabis Authorization and maintain such Cannabis Authorizations as valid and in full force and effect at all times until 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 full requirements of the Cannabis Authorizations and final 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, title 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 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 correspondence and notices with respect to any material regulatory or other investigations into the Cannabis Business or Cannabis Activities of a Loan Party, including, without limitation, any changes in a Loan Party’s licensing or regulatory status, or any threatened or actual enforcement actions, including regulatory fines taken by any Governmental Authority; and iii) upon the reasonable request of 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 Security 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 amount of cash in the Cash Collateral Account on the Closing Date shall be no less than $4,275,000; (t) the Borrower shall ensure that at all times the amount of cash in the Reserve Account is no less than the Required Reserve Amount; (u) if as of any date of determination, the LTV Ratio exceeds %, the Borrower shall immediately, and in any event within three Business Days, either (a) prepay all or a portion of the Borrowings outstanding under Facility #2 or (b) deposit cash in the Cash Collateral Account, in each case, in such amount necessary to, after giving effect to such payment or deposit, cause the 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 leased property applicable to it set forth in Schedule “C”; (w) each Loan Party will maintain in effect policies and procedures designed to promote compliance by such Loan Party, its Subsidiaries, and their respective directors, officers, employees and agents with all amounts due hereunder 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 under other modification to a Convertible Debenture Document, provide the NotesLender with a certified, true and complete copy of the same; and (fy) each Loan Party will provide the Lender with any information or document that it may reasonably require from time to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereundertime.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Company covenants and agrees with the Trustees for Offeror that, except as expressly contemplated or permitted by this Agreement or to the benefit extent the Offeror has otherwise consented in writing, prior to the earlier of the HoldersEffective Time and the time this Agreement is terminated, the Company shall: (a) cooperate with the Offeror and take all reasonable action to appoint a trustee whenever necessary to avoid or fill a vacancy in support the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderOffer; (b) from time carry on its business and cause its Subsidiary to time carry on its business only in, and not take any action except in, the ordinary course of business consistent with past practice and shall not otherwise authorize any capital expenditures in excess of $250,000 for any item or series of items constituting parts of a single item or $500,000 in the aggregate for the Company and its Subsidiary taken as a whole for all such items; provided that the Company and its Subsidiary shall be authorized to pay make all capital expenditures in accordance with all commitments and contracts with third parties in existence at the date hereof as disclosed in the Data Room Materials or cause pursuant to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits capital budgets of the Corporation as and when Company or its Subsidiary approved by the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit Board of Directors on or cause to be exhibited prior to the Trustees, when required, date hereof as disclosed in 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 covenants, terms and conditions upon or under which any such Property or rights are heldData Room Materials; provided, however, that the Corporation Company and its Restricted Subsidiaries Subsidiary shall have not be restricted from making the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees Termination Payments or dues and, upon such contest, may delay or defer the payment or discharge thereof if adequate reserves have been maintained described in section 1.6(c) . (c) confer on a regular basis with the Offeror with respect thereto to operational matters and promptly advise the Offeror, orally and then promptly in accordance with GAAPwriting, 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); (cd) 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 Indenture, Agreement untrue in any material respect at any time prior to keep the date of the Effective Time if then made; (i) continue to file all documents or cause information required to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and filed by the business of its Restricted Subsidiaries, as the case may beCompany under applicable Securities Laws, in accordance with GAAPtimelines 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 applicable Securities Laws; (dj) subject to make or cooperate as necessary in the provisions of this Indenture (including, for greater certainty, the completion preparation of any transaction not prohibited under Section 5.14exemption applications or orders and any other documents deemed reasonably necessary by the Company or the Offeror, Section 5.15 or Section 8.6)acting reasonably, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with discharge their respective organizational documents (obligations under Applicable Laws in connection with the Offer or as required under Securities Laws in order to permit 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 making or consummation 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 NotesOffer; and (fk) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to provided the extent the failure to do so would not reasonably be expected to adversely affect the ability conditions of the Corporation Offer described in Schedule "B" have been satisfied or any of its Restricted Subsidiaries to perform its obligations hereunder or under waived, deliver the Note Guarantees or the rights and remedies certificate of the Trustees or the Holders thereunderchief executive officer and chief financial officer contemplated in paragraphs (h) and (i) of Schedule "B".

Positive Covenants. So long as any Notes shares of Series A Redeemable Preferred Stock or Series B Convertible Preferred Stock are outstanding and except as otherwise permitted by the terms of this Indentureoutstanding, the Corporation covenants and Company agrees with the Trustees for the benefit of the Holdersas follows: (a) The Company will promptly pay and discharge, or cause to appoint a trustee whenever necessary to avoid be paid and discharged, when due and payable, all lawful Taxes, assessments, and governmental charges or fill a vacancy in levies imposed upon the office of any income, profits, property, or business of the Trustees so Company or any subsidiary; provided, however, that any such Taxes, assessments, charges, or levies 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 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 to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to security therefor. The Company will promptly pay or cause to be paid all taxeswhen due, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and conformance with customary trade terms, all other indebtedness incident to the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits operations of the Corporation 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 and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited Board of Directors has reasonably determined are not material 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 continuing operations of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPCompany); (c) subject The Company will keep its properties and those of its subsidiaries in good repair, working order, and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions, and improvements thereto; and the Company and its subsidiaries will at all times comply in all material respects with the provisions of this Indentureall material leases to which any of them is a party or under which 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 business, including, without limitation, all applicable material federal and state securities laws in connection with the issuance of any shares of its capital stock; (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, and liabilities to persons and property to the extent and in the manner customary for companies in similar businesses similarly situated; (f) The Company will keep or cause to be kept proper true records and books of account in which full, true, and make or cause to correct entries will be made therein true and faithful entries of all its dealings and or transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, affairs in accordance with GAAPgenerally accepted accounting principles applied on a consistent basis; (dg) subject 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 provisions 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 this Indenture the Company, is reasonably likely to have a Material Adverse Effect; (including, for greater certainty, the completion h) The compensation and other benefit arrangements of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as senior management of the same may Company shall be amended adjusted from time to time)time only by the Compensation Committee; (ei) subject 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 provisions of this Indenture, to cause each Guarantee granted Company than could be obtained from unrelated persons and shall be approved in advance by each Guarantor and any subordination undertaking in favour a majority of the Trustees or Board of Directors, including the Holders to be maintained Investors' Nominees, after full disclosure of the terms thereof; (j) The Company shall maintain in full force and effect at its corporate existence, rights, and franchises and all times until 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 full and final payment of all amounts due hereunder or under Company to be necessary to the Notes; and (f) to comply and cause each conduct of its Restricted Subsidiaries business; 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, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investors and will request the firm of independent public accountants whose services are terminated to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except deliver to the extent Investors a letter from such firm setting forth the failure 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 do so would not reasonably be expected to adversely affect the ability Investors the Company shall state whether the change of accountants was recommended or approved by the Board of Directors of the Corporation Company or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereundercommittee thereof.

Positive Covenants. So Each Borrower covenants with each of the Agents and with each of the Lenders that so long as there shall remain any Notes are outstanding and except as otherwise permitted by the terms Borrowings or any other obligations of or affecting any party to this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersAgreement: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy it will pay duly and punctually all sums of money due by it under this Agreement at the times and places and in the office of any of the Trustees so as manner provided for herein and will cause each Guarantor to comply with any requirement do likewise under applicable laws, including as described under Section 13.2 hereunderits 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 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 respect of their respective businesses and assets and, in 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 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 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 the intentions and provisions of this Agreement and the Security; (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 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 all applicable Environmental Laws; and (ii) each Borrower shall ensure that each of the real properties or premises owned, leased or occupied by it or any of its Subsidiaries is free from time to time to contamination by a release, discharge or emission of any Hazardous Material; (g) it will promptly pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully Taxes levied, assessed or imposed upon it and/or its Subsidiaries, and/or its properties and assets or in respect those of its Property and the Property of its Restricted Subsidiaries or any part thereof or and/or upon the its income and profits or that of the Corporation its Subsidiaries, as and when the same shall become due and payablepayable save when and so long as any such Taxes are in good faith contested by it or those of its Subsidiaries as may be affected thereby; (h) it will furnish to the 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 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 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 accordance with Section 8.2(h)(i)(A) and (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 Corporation 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. (ii) as soon as practicable and its Restricted Subsidiaries shall exhibit or cause in 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 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto prepared in accordance with GAAP; (cB) subject 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, without qualification, that such financial statements of the Canadian Borrower have been prepared in accordance with GAAP and, copies of such auditors’ recommendations, if any; and (D) a 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: (1) containing sufficient information to permit each Lender to determine whether the financial covenants contained in Section 8.4 are being maintained, including 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 to the provisions best of this Indenturethe knowledge of such officer, to keep as of the date of such certificate, no Default or cause Event of Default has occurred and is continuing (iii) as soon as possible and in any event within 10 Business Days after any Borrower or any of its Subsidiaries receives (A) notice of the commencement 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 kept proper books 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 account and make any Borrower or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business any of its Restricted SubsidiariesSubsidiaries 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 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 GAAPthe definition thereof and it will ensure that all Security granted to the Collateral Agent, and/or the Lenders continues to be perfected and preserve the first priority thereof (subject to Permitted Encumbrances). For greater certainty, all Intercompany Debt and Security shall be assigned to the 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 such Intercompany Debt and Security by the Majority Lenders; (dl) subject it will cause any entity which after the date hereof shall become a Subsidiary of a Borrower (other than Unrestricted Entities and Immaterial Subsidiaries) (such entity, a “New Subsidiary”) 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 execute and 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 deliver in favour of the Trustees 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 Holders 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 maintained 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 full force and effect at all times until a business (other than Unrestricted Entities) (whether or not the full and final payment investment is intended to be financed by way of all amounts due hereunder or Borrowings under the NotesFacilities) it shall provide the Canadian Agent with a "snapshot" summary description of such investment in form and substance satisfactory to the Canadian Agent and shall include in such summary description confirmation that such entity is an Eligible Business; and (fp) it shall promptly, and in any event within 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 US$50,000,000. The Borrowers shall be permitted to comply and cause each of remove an entity from its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except qualification as an Unrestricted Entity at any time by giving written notice to the extent Canadian Agent and thereafter all provisions hereunder with respect to the failure to do so would not reasonably be expected to adversely affect the ability Subsidiaries of the Corporation or any Borrower (other than Excluded Subsidiaries, Immaterial Subsidiaries and Unrestricted Entities) shall apply to such entity in the event such entity is a Subsidiary of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereundera Borrower.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Second Issuer covenants and agrees undertakes with the Trustees Security Trustee for the benefit of the HoldersSecond Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary proper and efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderit; (b) from give to the 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 time the generality of the foregoing the procurement by the Second Issuer of all such certificates called for by the Security Trustee pursuant 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 its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge 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 exercise of the Property duties, trusts, powers, authorities and discretions vested in it under these presents or rights any other Transaction Document to which the Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPlaw; (c) subject 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 applicable to it for the provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Security Trustee and any person or cause persons appointed by the Security Trustee to be made therein true whom the Second Issuer shall have no reasonable objection free access to such books of account 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; (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 cause each Restricted Subsidiary to maintain 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 respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions 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 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 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 publish (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, 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 Second Issuer has complied, to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other Second 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 Security Trustee be necessary at any time or times to give effect to the terms and conditions of this IndentureDeed and the other Second 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 Second Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the sole opinion of the Trustees or Security Trustee, being contested in good faith by the Holders Second Issuer; and (k) so far as permitted by law to be maintained enter into and maintain in full force and effect at all times until a group income election under Section 247 of the full Income and final payment Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of all amounts due hereunder or that Act and which are made under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except Second Issuer Intercompany Loan Agreement by Funding 1 to the extent the failure to do so Second Issuer and ensure that no steps will be taken (whether by act, omission or otherwise) which would not reasonably be expected to adversely affect lead to the ability revocation or invalidation of the Corporation aforementioned election; and immediately to notify the Security Trustee if it becomes aware that the aforementioned election ceases to be in full force and effect or any if circumstances arise, of its Restricted Subsidiaries which it is aware, which may result in that election ceasing to perform its obligations hereunder or under the Note Guarantees or the rights be in full force and remedies of the Trustees or the Holders thereundereffect.

Positive Covenants. So The Borrower (in respect of itself and Restricted Subsidiaries) undertakes with each of the Finance Parties that, from the date of this Agreement and so long as any Notes moneys are outstanding and except as otherwise permitted owing under this Agreement or remain available for drawing by the terms of this IndentureBorrower, the Corporation covenants and agrees with the Trustees for the benefit of the Holdersit will: (a) subject to appoint a trustee whenever clauses 11.2 and 11.3, do or cause to be done all things necessary to avoid preserve and keep in full force and effect its existence and the existence of each of its Restricted Subsidiaries in accordance with the respective organisational or fill a vacancy constitutional documents of the Borrower and each Restricted Subsidiary and the rights (whether pursuant to charter, partnership certificate, agreement, statute or otherwise), licenses and franchises of the Borrower and each Restricted Subsidiary provided that the Borrower shall not be required to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if the maintenance or preservation thereof is, in the office of any judgment of the Trustees so Borrower, no longer desirable in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as to comply with any requirement under applicable laws, including as described under Section 13.2 hereundera whole; (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 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 discharge 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents 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 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 applicable lawsmaterial lawful claims for labour, rulesmaterials and supplies that, regulations 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 orders, except for which adequate reserves have been established to the extent the required by generally accepted accounting principles or (y) if failure to do so would not (as determined by the Borrower in good faith) reasonably be expected to adversely affect have a material adverse effect on the ability financial condition, results of operations or business of the Corporation 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 or the business of any of its Restricted Subsidiaries to perform its obligations hereunder or under be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the Note Guarantees or the rights and remedies judgment of the Trustees or Borrower may be necessary so that the Holders thereunder.business carried on in connection therewith may be properly and advantageously conducted at all times provided that nothing in this clause 11.1

Positive Covenants. So long as The Purchaser covenants with and undertakes to the Vendor that, while the Recoverable Amount or any Notes are outstanding and except as otherwise permitted by the terms of this Indenturepart thereof remains outstanding, the Corporation covenants and agrees it shall (save with the Trustees for Vendor’s prior written consent):- 5.1 procure that the benefit Purchaser does not pay any remuneration to its directors or shadow directors or any person associated therewith; 5.2 maintain in good standing its corporate existence, rights, privileges and franchises and qualify and remain duly qualified to do business and own property; 5.3 advise the Vendor forthwith of the Holders: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy in the office details of any of litigation, arbitration or administrative proceeding pending or threatened against the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderPurchaser; (b) from time to time to 5.4 pay or discharge or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits of the Corporation as and discharged when the same shall become due and payable, and all taxes imposed upon the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited Purchaser; 5.5 promptly notify the Vendor in writing of the occurrence of any Event of Default and/or Potential Event of Default; 5.6 deliver to the TrusteesVendor copies of all notices, when required, the receipts circulars and vouchers establishing such payment and shall duly observe and conform documents despatched to all valid requirements of any Governmental Authority relative to any shareholders of the Property Purchaser (or rights of any class thereof) at the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights time when the same are held; provided, however, that despatched to the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPshareholders; (c) subject to the provisions of this Indenture, to 5.7 keep or cause to be kept proper books of account and make or cause records in which complete and correct entries will be made of all of its business and financial transactions, such entries 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;generally accepted accounting principles consistently applied; and (d) subject to 5.8 effect and maintain insurance cover in respect of the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 Properties against loss or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (damage by fire and/or such other risks as the same Vendor may be amended specify from time to time); (e) subject time and that for the full replacement value thereof, exhibit to the provisions Vendor receipts for the insurance premiums paid in respect thereof within 7 days after the commencement date or the due date for renewal of this Indenturesuch insurance cover, as appropriate, and, if requested by the Vendor, procure that the insurance policies are endorsed or noted with reference to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the interest 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderVendor.

Positive Covenants. So long as (1) Punctual Payment (2) Chief Place of Business (3) Records and Accounts (4) Existence and Conduct of Business businesses, and any Notes are outstanding and except as otherwise permitted by additional businesses acquired pursuant to the terms of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit §8.4(a) of the Holders: (a) to appoint a trustee whenever necessary to avoid U.S. Credit Agreement, as such provision exists at the date of this Agreement. Each of the Obligors will cause all material properties used or fill a vacancy useful in the office conduct of any of the Trustees so as its businesses to comply be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to pay or all necessary equipment and cause to be paid made all taxesnecessary repairs, ratesrenewals, leviesreplacements, assessmentsbetterments and improvements thereof, government fees or dues lawfully levied, assessed or imposed upon or all as in respect of its Property judgment may be necessary so that the businesses carried on in connection therewith may be properly 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 advantageously conducted at all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are heldtimes; provided, however, that nothing in this Section 7.2(5) shall prevent any Obligor from discontinuing the Corporation operation and maintenance of any of its Restricted Subsidiaries properties if such discontinuance is, in its judgment, desirable in the conduct of its business and could not reasonably be expected to have a Material Adverse Effect. Each Obligor shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep maintain or cause to be kept proper books maintained insurance on its property that satisfies the covenants and conditions of account the U.S. Credit Agreement concerning insurance coverage from time to time. Whenever reasonably requested in writing by the Agent, it shall cause certificates evidencing such policies of insurance to be made available to the Agent to the same extent required to be delivered to the administrative agent under the U.S. Credit Agreement. Each Obligor will duly pay and make discharge, or cause to be made therein true paid and faithful entries of discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and its dealings real properties, sales and transactions in relation to its business and activities, or any part thereof, or upon the business income or profits therefrom, as well as all claims for labour, materials, or supplies, which if unpaid might by law become an Encumbrances upon any of its Restricted Subsidiariesproperty; provided, as the case may behowever, in accordance with GAAP; (d) subject to the provisions of this Indenture (includingthat any such tax, for greater certaintyassessment, the completion of any transaction charge, levy or claim need not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent paid if the failure to do so would (either individually, or in the aggregate for all such failures) could not reasonably be expected to adversely affect have a Material Adverse Effect and the ability of validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if such Obligor shall have set aside on its books adequate reserves with respect thereto as required by GAAP; and provided, further, that each Obligor will pay all such taxes, assessments, charges, levies or claims prior to the Corporation 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 Restricted Subsidiaries properties, to perform examine its obligations hereunder books of account or under the Note Guarantees or the rights contracts (and remedies to make copies thereof and extracts therefrom), and to discuss its affairs, finances and accounts with, and to (5) Maintenance of the Trustees or the Holders thereunder.Properties

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Fifth Issuer covenants and agrees undertakes with the Trustees Security Trustee for the benefit of the HoldersFifth Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary proper and efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderit; (b) from give to the 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 time the generality of the foregoing the procurement by the Fifth Issuer of all such certificates called for by the Security Trustee pursuant 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 its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge 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 exercise of the Property duties, trusts, powers, authorities and discretions vested in it under these presents or rights any other Transaction Document to which the Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPlaw; (c) subject 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 applicable to it for the provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Security Trustee and any person or cause persons appointed by the Security Trustee to be made therein true whom the Fifth Issuer shall have no reasonable objection free access to such books of account 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; (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 cause each Restricted Subsidiary to maintain 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 respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions 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 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 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 publish (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, 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 Fifth Issuer has complied, to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other Fifth 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 Security Trustee be necessary at any time or times to give effect to the terms and conditions of this IndentureDeed and the other Fifth 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 Fifth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the sole opinion of the Trustees or Security Trustee, being contested in good faith by the Holders Fifth Issuer; (k) so far as permitted by law to be maintained enter into and maintain in full force and effect at all times until a group income election under Section 247 of the full Income and final payment Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of all amounts due hereunder or that Act and which are made under the NotesFifth Issuer Intercompany Loan Agreement by Funding 1 to the Fifth Issuer and ensure that no steps will be taken (whether by act, omission or otherwise) which would reasonably be expected to lead to the revocation or invalidation of the aforementioned election; and immediately to notify the Security Trustee if it becomes aware that the aforementioned election ceases to be in full force and effect or if circumstances arise, of which it is aware, which may result in that election ceasing to be in full force and effect; and (fl) to comply and cause each at all times maintain its "centre of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to main interests" as defined in the extent EU Insolvency Regulation (EC) No. 1346/2000 of 29th May 2000 (the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderREGULATION) in England.

Positive Covenants. So As long as any Notes are outstanding and except as otherwise permitted by the terms Investor owns not less than eight ------------------ percent (8%) of this Indenturethe Shares it is purchasing on the date hereof, the Corporation covenants and Company agrees with the Trustees for the benefit of the Holdersas follows: (a) The Company will promptly pay and discharge, or cause to appoint a trustee whenever necessary to avoid be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or fill a vacancy in levies imposed upon the office of any income, profits, property, or business of the Trustees so 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 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 to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to security therefor. The Company will promptly pay or cause to be paid all taxeswhen due, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect 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 Property subsidiaries in good repair, working order, and condition, reasonable wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, replacements, additions, and improvements thereto; and the Property Company and its subsidiaries will at all times comply with the provisions of all material leases to which any of them is a party or under which any of them occupies property so as to prevent any loss or forfeiture thereof or thereunder; (c) The Company will keep its assets and those of its Restricted Subsidiaries subsidiaries that are of an insurable character insured by financially sound and reputable insurers against loss or any part thereof or upon the income and profits of the Corporation as and when the same become due and payabledamage by fire, extended coverage, and explosion insurance in amounts customary for companies in similar businesses similarly situated; and the Corporation Company will maintain, with financially sound and its Restricted Subsidiaries shall exhibit or cause reputable insurers, insurance against other hazards, risks, and liabilities to be exhibited persons and property to the Trusteesextent and in the manner customary for companies in similar businesses similarly situated; (d) The Company will keep true records and books of account in which full, when requiredtrue, the receipts and vouchers establishing such payment 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; (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 Governmental Authority relative subsidiary and deemed by the Company to any be necessary to the conduct of its business; (g) The Company will retain independent public accountants of recognized national standing which shall audit the Company's financial statements at the end of each fiscal year. In the event the services of the Property 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 or any committee thereof; (h) The Company will cause each person hereafter employed or retained as a consultant by it or any subsidiary with access to confidential information to enter into a Proprietary Information and Inventions Agreement in the form 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 Corporation Company's management will present to the Board for approval an operating budget and its Restricted Subsidiaries business plan for such upcoming fiscal year and all covenants, terms and conditions upon or under which any such Property or rights are heldprojections (including underlying assumptions) with respect to the next following fiscal year; provided, however, that any item included in such operating budget or business plan which falls within the Corporation and its Restricted Subsidiaries scope of clause (a) through (l) of Section 6.9 shall have require the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 approval of the Trustees Investor Director or Directors then serving on 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderBoard.

Positive Covenants. So long as any Notes are outstanding The Servicer covenants and except as otherwise permitted by agrees, subject to the terms Sections 3.2 (Standard of Care) and 5.1 (Servicing Covenants) of this IndentureAgreement, that without prejudice to any of its specific obligations hereunder it will (unless the Corporation covenants and agrees with the Trustees for the benefit of the HoldersServicer is a Successor Servicer), at its own expense: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy administer the Loans and their Related Security in the office Portfolio in accordance with the Servicing Standard and, in the event the Servicer agrees, subject to Article 9 (Additional Loans) of any 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 the Trustees so its right hereunder, or (ii) as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderotherwise required hereby; (b) comply with any proper directions, orders and instructions which the Guarantor may from time to time give to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or it in accordance with the provisions of this Agreement in respect of its Property the Loans and their Related Security in 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPPortfolio; (c) subject employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to the provisions of this Indenture, time be reasonably required to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all carry out its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPobligations hereunder; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion pay all general administrative expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any transaction not prohibited under Section 5.14administrator appointed or subcontractor retained by it without any right of reimbursement, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (except as the same may be amended from time to time)expressly provided herein; (e) fully perform in a timely fashion and comply in all material respects with all material provisions, covenants and other obligations required to be observed by the 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 Law and the provisions of the CMHC Guide in the performance of the Services hereunder and in the performance of any of its obligations under any other Transaction Document to which it is a party in any capacity; (o) make all payments required to be made by it pursuant to this IndentureAgreement 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 cause each Guarantee 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 each the Seller to the 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 NotesMortgage Sale Agreement; and (fq) to comply and cause each within five Toronto Business Days of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to notification from the extent the failure to do so would not reasonably be expected to adversely affect the ability Guarantor of the Corporation or identity of any proposed New Seller, provide the Rating Agencies with such details of its Restricted Subsidiaries to perform its obligations hereunder or under that proposed New Seller as may be reasonably required by the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderRating Agencies.

Positive Covenants. So The Borrower hereby expressly covenants with the Bank that the Borrower shall and also ensure that the Security Party shall, at all times 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 Notes are outstanding and except as otherwise permitted document is required for purposes of any action or matter initiated or instituted by the terms 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 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 issue of any document of title or 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 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; (iv) during the term of this Indenture, Agreement keep any building and structure now standing or which may hereafter be erected on the Corporation covenants Property and agrees with the Trustees for the benefit of the Holders: (a) to appoint a trustee whenever necessary to avoid all fittings and fixtures therein and hereby charged in good and tenantable repair and condition and comply or fill a vacancy in the office of any of the Trustees so as cause to comply with all notices or orders served on the Borrower by any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) competent authorities in respect of repairs sanitary installation sewerage road-making or otherwise. The Borrower will or cause to permit the Bank or its agents at all reasonable times of the 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 notice in writing shall be given to the Borrower by the 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 pay repair and keep in repair the said building, structure or cause to fixture without becoming liable as chargee in possession and all monies expended by the Bank with interest thereon shall be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect repaid by the Borrower on receipt of its Property a notice demanding such expenses and such expenses until it is repaid shall be a debt due and the Property of its Restricted Subsidiaries or any part thereof or upon Borrower shall pay interest at the income and profits of Prescribed Rate for 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPtime being payable hereunder; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder.

Positive Covenants. So The Borrower irrevocably and unconditionally covenants and undertakes that so long as any Notes are outstanding Obligations remain outstanding, and except as otherwise permitted by until the terms of this IndentureFinal Settlement Date, the Corporation covenants and agrees with the Trustees for the benefit of the Holdersit shall: (a) maintain its corporate existence (to appoint a trustee whenever the extent applicable) and all rights and privileges enjoyed and obtain, comply with the terms of and do all that is necessary to avoid or fill a vacancy maintain in the office of any of the Trustees so as full force and effect all Approvals required to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderenable it to lawfully carry on its business; (b) from time obtain, comply with the terms of and do all that is necessary to time maintain in full force and effect all Approvals as may be required to pay or cause enable it to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of enter into and perform its Property obligations under the Finance Documents and the Property of its Restricted Subsidiaries transactions contemplated thereby and to ensure the legality, validity, enforceability or any part thereof or upon the income and profits admissibility in evidence of the Corporation as Finance Documents 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPthis Agreement; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of comply with all its dealings and transactions in relation to its business Applicable Laws and the business terms and conditions of its Restricted Subsidiaries, as the case may be, in accordance with GAAPApprovals; (d) subject to the provisions of this Indenture (includingpay regularly all Taxes, for greater certaintyassessments, the completion of any transaction not prohibited under Section 5.14dues, Section 5.15 or Section 8.6)duties and impositions as may, to maintain and 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)time be payable to any Governmental Authority; (e) subject 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 reasonable opinion of the Lender, to create and perfect the security with respect to the provisions 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 IndentureAgreement or on any instruments, issued hereunder, payable in relation to cause each Guarantee granted by each Guarantor the interest amounts on the pre-paid Loan amount paid to the Lender; (h) perform and any subordination undertaking in favour execute, on the request of the Trustees or Lender, such acts and deeds, as may be reasonably necessary and/or required to carry out the Holders to be maintained in full force and effect at all times until intent of the full and final payment of all amounts due hereunder or under the NotesFinance Documents; and (fi) do all such acts and things as may be reasonably required by the Lender to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to protect the extent the failure to do so would not reasonably be expected to adversely affect the ability interest of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or Lender under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderFinance Documents.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Company hereby covenants and agrees with the Trustees Trustee for the benefit of the HoldersTrustee and the Holders that so long as any Notes remain outstanding it will: (a) duly and punctually pay and cause to appoint a trustee whenever necessary be paid to avoid or fill a vacancy the Holders the principal and any interest accrued thereunder at the dates and places, in the office of any of currency and in the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereundermanner prescribed herein; (b) from time to time to pay maintain its corporate existence and carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice and will do or cause to be paid done all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or things necessary to preserve and keep in respect of full force and effect 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPcorporate existence; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account in accordance with generally accepted accounting principles; (d) furnish the Trustee with copies, and make will provide directly, to each Holder requesting same, all interim financial statements furnished by the Company to 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 cause 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, including reasonable particulars, of any action, suit or proceeding, to the knowledge of the Company, 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 or otherwise, of the Company; (g) Within 120 days after the end of each financial year of the Company (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 made therein true taken to eliminate such circumstances and faithful entries remedy such Event of all its dealings and transactions in relation to its business and the business of its Restricted SubsidiariesDefault, as the case may be, in accordance with GAAP; (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 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 (fh) do, observe and perform or cause to comply be done, observed or performed all of the material obligations of the Company under all material agreements, leases, contracts and cause each of its Restricted Subsidiaries to comply with its respective constating documents indentures and all applicable lawsmaterial matters necessary to be done, rulesobserved or performed whether under any law or regulation of Canada, regulations and ordersany province thereof, except or any foreign country, or any municipality therein, or otherwise, in each case where non-compliance might give rise to a material adverse effect on the extent the failure to do so would not reasonably be expected to adversely affect the ability business or financial condition of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderCompany.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by The Borrower hereby expressly covenants with the terms Bank that the Borrower will at all times during the continuance of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersAgreement: (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 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, including as described under Section 13.2 hereundercarry 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 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 other outgoings whatsoever payable 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 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 shall become due and payable, . In default whereof it shall be lawful for but not obligatory upon the Bank to pay the same or any part thereof and upon such payments by the Corporation and its Restricted Subsidiaries Bank all sums so paid shall exhibit or cause to be exhibited to for the Trustees, when required, account of the receipts and vouchers establishing such payment Borrower and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any bear interest at the rate of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPBLR plus Four Per Centum Per Annum (4% P.A.}; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Borrower covenants and agrees with the Trustees for Lender that the benefit of the HoldersBorrower will: (a1) duly and punctually pay to appoint a trustee whenever necessary to avoid or fill a vacancy in the office Lender when due the CNL Partners Loan Indebtedness and observe and perform all of any its other obligations hereunder and under each of the Trustees so as to comply with any requirement under applicable lawsFirst Tier Loan Note, including as described under Section 13.2 hereunderthe Second Tier Loan Note and the Subordinated Junior Loan Note; (b2) from time promptly pay and discharge or cause to time 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 all taxesany tax, rates, levies, assessments, government fees assessment or dues lawfully levied, assessed other governmental charge not yet past due or imposed upon or that is being contested in respect of its Property good faith by appropriate proceedings 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 covenants, terms and conditions upon or under for which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPmaintained; (c3) subject to preserve and maintain the provisions of this IndentureTrust’s existence, to keep or cause to be kept proper books of account licenses, rights, franchises, and make or cause to be made therein true and faithful entries of all its dealings and transactions privileges in relation to its business and the business jurisdiction of its Restricted Subsidiariesformation and all authorizations, as 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 case may beownership or leasing of its properties, and qualify and remain qualified in accordance with GAAPeach jurisdiction in which such qualification is necessary in view of the ownership or leasing of its properties; (d4) 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 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and the requirements of all applicable laws, rules, regulations and ordersorders of any governmental authority, except non-compliance with which is likely to the extent the failure to do so would not reasonably be expected to materially adversely affect the ability financial condition or assets of the Corporation Trust, except that the Borrower need not comply with a requirement then being contested by it in good faith by appropriate proceedings; (5) concurrently with the appointment of any replacement trustee of the Trust, 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 cause to be kept true and correct books of account of the Trust, on the accrual method of accounting in accordance with 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 Business Days to such books of account and all other information reasonably requested by the 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 delivered to the Lender: (a) within 45 days of 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; (b) within 120 days of the end of each fiscal year of the Trust, a copy of the Trust’s annual audited financial statements certified by an independent public accountant, 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 Commercial Property; and (8) comply with all requirements for timely filing of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies all returns of the Trustees Trust under applicable fiscal legislation and pay or the Holders cause to be paid all requisite taxes thereunder.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by The Chargor hereby expressly covenants with the terms Chargee that the Chargor will at all times during the continuance of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the Holders:Charge:- (a) keep all structures or fixtures now or at any time hereafter erected on or affixed to appoint a trustee whenever necessary the Property in tenantable repair and condition. In default whereof it shall be lawful for but not obligatory upon the Chargee to avoid or fill a vacancy in carry out such repairs and if the office of any Chargee shall carry out such repairs, the costs and expenses thereof shall be for the account of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderChargor; (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 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 safeguarding 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 covenants and undertakes where applicable the following:- (i) during the term of this security the Chargor will continue to maintain and cultivate the Property in a proper and workmanlike manner and following the methods of good husbandry and until this Charge be fully satisfied and discharged the Chargee shall at all reasonable times be at liberty to enter upon the Property to view and inspect the state of maintenance or cultivation; (ii) the Chargee shall be at liberty to employ a visiting agent or agents or any other person or persons 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 its 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 Property condition of its Restricted Subsidiaries or any part repair thereof or upon and to make a report thereon at the income cost and profits expense of the Corporation Chargor provided however that if the Chargee should enter and repair the same, it shall not be liable 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto a Chargee in accordance with GAAPpossession; (ciii) subject 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 undergrowth PROVIDED ALWAYS that nothing in this clause contained and no act of the Chargee its servants or agents done in pursuance of the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions clause shall render the Chargee liable as a chargee in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPpossession; (dk) subject let the Chargee have the custody or possession of the issue document of title/strata title to the provisions of Property so long as 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 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)Charge shall remain undischarged; (el) subject to shall observe and perform all the provisions of terms and conditions contained in 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderCharge.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Issuer covenants and agrees undertakes with the Trustees Security Trustee for the benefit of the HoldersSecured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary proper and efficient manner and in accordance with its constitutive documents and all laws and regulation applicable to avoid or fill a vacancy in the office of any of the Trustees so as to it and comply with any requirement and perform all its obligations under applicable laws, including as described under Section 13.2 hereundereach Transaction Document; (b) from to give to the 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 time the generality of the foregoing the procurement by the Issuer of all such certificates called for by the Security Trustee pursuant to pay this Deed or cause any other Transaction Document for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under these presents or any other Transaction Document to be paid all taxes, rates, levies, assessments, government fees which the Security Trustee is a party or dues lawfully levied, assessed or imposed upon or in respect by operation of its Property law and the Property Security Trustee may rely on the contents of its Restricted Subsidiaries or any part thereof or upon the income such certificates, opinions, information and profits evidence as conclusive evidence of the Corporation as and when matters stated therein or the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause matters to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment which they relate and shall duly observe and conform to all valid requirements of any Governmental Authority relative incur no liability to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPperson for so doing; (c) subject 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 provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Security Trustee and any person or cause persons appointed by the Security Trustee to be made therein true whom the Issuer shall have no reasonable objection free access to such books of account 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; (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 cause each Restricted Subsidiary to maintain 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 respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions Security Trustee a copy of this Indentureevery 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 cause each Guarantee granted any holder of securities issued by each Guarantor the Issuer (including Noteholders and any subordination undertaking shareholders in favour their capacity as such) or creditors of the Trustees or Issuer as soon as reasonably practicable after issue of 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; andsame; (f) to comply 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 cause 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 financial period ending 31 December 2024 and in any event not later than 180 days after the end of each such Financial Year a certificate signed by two directors of the Issuer to the effect that, as at a date not more than seven days before delivering such certificate (the Certification Date), to the best of the knowledge, information and 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 Event of Default (or if such 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 Issuer has complied, to the best of their knowledge, information and belief, with all its obligations contained in this Deed and each of its Restricted Subsidiaries the other Transaction Documents to which it 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 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 respective constating documents assets unless such Taxes are, in the opinion of the Security Trustee, being contested in good faith by the Issuer; (k) conducts its business and affairs such that, at all applicable lawstimes, rulesits "centre of main interests" for the purposes of the EU Insolvency Regulation, regulations the UK Insolvency Regulation and orders, except the UNCITRAL Implementing Regulations shall be in 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 failure 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 do so would not reasonably be expected the Data Protection Laws current and up to adversely affect the ability date; (o) that: (i) in respect of each accounting period of the Corporation 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 corresponding 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 Restricted Subsidiaries business or to perform maintain or enhance its obligations hereunder creditworthiness, within 18 months; and (iii) any amounts retained during a Determination Period will be amounts reasonably required to provide for losses or under expenses arising from the Note Guarantees or the rights and remedies business of the Trustees Issuer or to maintain or enhance the Holders thereundercreditworthiness of the Issuer. (p) that it will conduct its business and affairs such that, at all relevant times, it owns no ownership interest in any entity and has no permanent establishment outside the United Kingdom, where:

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by The Company covenants to the terms of Holder that, from the date hereof until all amounts owing under the Note Documents have been paid in full or this IndentureNote has been redeemed or converted in full, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersCompany shall: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy punctually pay the principal and/or any interest payable on this Note, and any other amount due and payable under this Note in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereundermanner specified in this Note; (b) from time give written notice promptly to time to pay the Holder of any condition or cause to be paid all taxesevent that constitutes an Event of Default (as defined below) or Potential Event of Default by delivering a certificate specifying the nature and period of existence of such condition, rates, levies, assessments, government fees event or dues lawfully levied, assessed or imposed upon or in respect of its Property change and the Property nature of its Restricted Subsidiaries such claimed Event of Default, Potential Event of Default, event 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPcondition; (c) subject to comply in all material respects with the provisions requirements of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and ordersorders of any Governmental Authority, except to the extent the failure to do so would not noncompliance with which could reasonably be expected to adversely affect result in, individually or in the ability aggregate, a Material Adverse Change; (d) execute and deliver, or cause to be executed and delivered, upon the reasonable request of the Corporation or 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 provisions of this Note and the Convertible Note Purchase Agreement and the transactions and actions contemplated hereunder and thereunder; and (e) in respect of any rights enjoyed by holders of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the Ordinary Shares (including, but not limited to, voting rights and remedies 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 be deemed to be the legal and beneficial owner of such number of Ordinary Shares calculated based on the Trustees or Conversion Price as at the Holders thereunderdate the relevant right is enjoyed by a holder of Ordinary Shares.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by During the terms term of this IndentureAgreement, the Corporation each Borrower covenants and agrees with the Trustees for the benefit and on behalf of the Holdersitself and each other Consolidating Loan Party that each Consolidating Loan Party shall: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy duly and punctually pay the Obligations due and payable by it at the times and places and in the office of any of manner required by the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderterms thereof; (b) promptly provide the Lender with all information reasonably requested by the Lender from time to time to pay or cause to be paid all taxesconcerning its financial condition, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its the Business and Property and the Property of its Restricted Subsidiaries or any part thereof or at all reasonable times and from time to time upon the income and profits reasonable notice, permit representatives of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause Lender 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 inspect any of the Property or 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 Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or Lender under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPthis section is not more frequent than is reasonably necessary; (c) subject maintain insurance on all its Property with financially sound and reputable 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 risks that are determined to be appropriate by the Borrowers acting prudently, furnish to the provisions Lender, on written request, but in any event annually, satisfactory evidence of this Indenture, to keep or cause to be kept proper books the insurance carried and notify the Lender of account and make or cause to be any claims it made therein true and faithful entries under the foregoing insurance policies in excess 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$500,000; (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 cause preserve its existence, organization and status in each Restricted Subsidiary to maintain at jurisdiction of organization and in each other jurisdiction in which it carries on a business or owns Property and make all times its respective corporate existence corporate, partnership and other filings and registrations necessary in accordance with their respective organizational documents (as the same may be amended from time to time)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, diligent and businesslike manner and in accordance with 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 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; (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 provisions rights of this Indenturecreditors 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 cause each Guarantee granted perfect or protect the security interests constituted by each Guarantor the Security and any subordination undertaking in favour of the Trustees or the Holders to be maintained maintain all such registrations in full force and effect at so that the Obligations are secured in priority to all times until other indebtedness, liabilities or obligations of the full Consolidating Loan Parties, except for indebtedness, liabilities, and final payment obligations, secured by Permitted Encumbrances and which are entitled to priority in accordance with Applicable Law; (l) use the Lender exclusively to provide all Cash Management services required by the Consolidating Loan Parties, excluding the automated teller or cash machines located within the Calgary Casino and the Edmonton Casino; (m) provide to the Lender all such further and additional mortgages, charges and security interests that the Lender may reasonably require to effectively mortgage, 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 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 from time to time provide the Lender with all amounts due hereunder reasonable information requested by the Lender concerning the status thereof; (q) promptly notify the Lender upon (i) learning of the existence of Hazardous Materials located on, above or under below the Notessurface 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 result in costs, expenses or liabilities in excess of $250,000 in any calendar year; and (fr) provide the Lender with such other documents, opinions, consents, acknowledgments and agreements as are reasonably necessary to comply implement this Agreement and cause each of its Restricted Subsidiaries the Security from time to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereundertime.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation 2.1 Debtor covenants and agrees with the Trustees for the benefit that until full and final payment of all indebtedness of the HoldersLoan 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 Debtor 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 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 Lender until the Loan shall have been repaid in full. f. Will not (ai) permit any liens or security interests (other than Lender’s security interest) to appoint a trustee whenever necessary attach to avoid or fill a vacancy in any of the office 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 Trustees so as Collateral without the prior written consent of Lender subject to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to pay above (except for minor modifications not exceeding $10,000.00, in the ordinary course of business); or cause (iv) permit anything to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect done that may impair the value of 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 Collateral or rights the security intended to be afforded by this Agreement. g. Will immediately notify Lender in 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 Corporation 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 its Restricted Subsidiaries Debtor will defend, indemnify, and hold harmless Lender from and against from and against any expenses, including reasonable attorneys’ fees incurred in connection with the defense of an indemnifiable claim and those incurred in connection with the enforcement of 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 will maintain the Business as a separate entity at all covenantstimes until full and final payment of the Loan shall have been made, terms unless Lender waives compliance in writing: j. Procure and conditions maintain, and pay all premiums, fees and charges for the purpose of procuring and maintaining continuously: (i) insurance on the Collateral against loss or damage by fire or other casualty with endorsements providing what is commonly known as all risk fire and extended coverage (but not including flood or earthquake coverage), vandalism and malicious mischief insurance, 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 policies of insurance referred to in this Agreement may include the other parties, 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 contain a contractual liability endorsement for liabilities assumed by the 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 delivered to the other party prior to the Agreement and thereafter not less than fifteen (15) days after the expiration thereof and shall provide that such policy may not be cancelled or modified except upon not less than thirty (30) days written notice to the other. Any insurance required or permitted to be carried pursuant to this paragraph may be carried under which any such Property a policy or rights are heldpolicies covering other liabilities and locations of Lender or Debtor; provided, however, that such policy or policies shall apply to the Corporation and its Restricted Subsidiaries shall have the right property required to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues be insured as set forth above and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto to Lender, in accordance with GAAP; (c) subject to an amount not less than the provisions amount of this Indenture, to keep or cause insurance required to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and carried by Debtor for the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; (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 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 benefit 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderLender.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms Until termination of this IndentureAgreement and the indefeasible payment and satisfaction of all Obligations hereunder, each Borrower 5183878 v13 agrees that, without the Corporation covenants and agrees with the Trustees for the benefit prior written consent of the HoldersAgent and the Lenders, such Borrower shall perform the following covenants: (a) each Borrower agrees 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, 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 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 payablemaintain, 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 and cause each of its Restricted Subsidiaries to comply maintain, books and records in accordance with its respective constating documents GAAP, including, all books and all applicable laws, rules, regulations and orders, except records with respect to the extent Collateral owned by such Borrower or Restricted Subsidiary. Each Borrower shall permit the failure to do so would not reasonably be expected to adversely affect the ability Agent or its agents, and any of the Corporation Lenders who may wish to accompany the Agent, following a request 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 perform provide, the Agent 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, 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 obligations hereunder Restricted 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 to execute and deliver, and to cause each of its 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 cause to be made, all contributions or other payments required to be made to the Canadian Pension Plans under applicable Laws in accordance with the Note Guarantees 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 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 its Restricted Subsidiaries to comply, with the requirements of all applicable Laws in order to grant to the Agent a valid and perfected first security interest, lien in and hypothec on the Collateral owned by such Borrower or Restricted Subsidiary, subject only to the Permitted Liens. The Agent is hereby authorized by each Borrower for and 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 such 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, property and casualty insurance and business interruption insurance on its and the its Restricted Subsidiaries’ assets and business under such policies of insurance, with such insurance companies, in such reasonable amounts and covering such insurable risks as are at all times reasonably satisfactory to the Agent. All policies covering the assets are, subject to the rights and remedies of any holders of Permitted Liens holding claims senior to the Agent, to be made payable to the Agent, on behalf of the Trustees or the Holders thereunder.Lenders, in case of loss, under a standard non-contributory 5183878 v13

Positive Covenants. So The Borrower covenants and undertakes that, so long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation 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, 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 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 payableLoan shall remain outstanding, 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 money owing hereunder or and under the Notes; andLoan, 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 monies owing to the Financier hereunder and there under, according to the terms hereof and thereof; (c) Create, perfect and maintain the Security and take any and all actions that may be required for the same, whether or not so instructed by the Financier. (d) Maintain its corporate existence or legal entity status under law as applicable, and all rights and privileges enjoyed by it and 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 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) to comply and cause each Promptly inform the Financier of its Restricted Subsidiaries to comply with its respective constating documents and all applicable lawsany material litigation, rulesarbitration or other proceedings which affect the Borrower, regulations and ordersforthwith upon the same being instituted or threatened by any person whatsoever including if making a claim for money against the Borrower, except to or enforcing against the extent Borrower any guarantee or indemnity given by the failure to do so would not reasonably be expected to Borrower; (g) Promptly inform the Financier of any occurrence, event or incident of which it becomes aware which might adversely affect the Borrower or affect its ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder under this Agreement and/or in respect of the Loan; (h) Promptly inform the Financier of the occurrence of any Event of Default or under of the Note Guarantees occurrence of an event which, with the passage of time or the rights giving of notice would become an Event of Default, and remedies also, where applicable, of the Trustees steps being taken to remedy the same, and will, from time to time, if so requested by the Financier, confirm to the 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 impositions as may, from time to time, be payable to any government or statutory or regulatory body or authority; (j) Maintain insurances on and in relation to its business and assets and properties with an insurance company / companies against such risks and to such extent as is usual and appropriately prudent for companies carrying on the Holders thereunder.business such as that carried on by the 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 intent of this Agreement. Promptly inform the Financier of any distress or other process of court being taken against any of the Borrower’s premises and/or property and/or assets;

Positive Covenants. So Each Borrower covenants with each of the Agents and with each of the Lenders that so long as there shall remain any Notes are outstanding and except as otherwise permitted by the terms Borrowings or any other obligations of or affecting any party to this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersAgreement: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy it will pay duly and punctually all sums of money due by it under this Agreement at the times and places and in the office of any of the Trustees so as manner provided for herein and will cause each Guarantor to comply with any requirement do likewise under applicable laws, including as described under Section 13.2 hereunderits 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 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 respect of their respective businesses and assets and, in 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 time a Borrower or any such Subsidiaries to time 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 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 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 insurance, as its interest may appear, and that such policies are not cancellable without at least 30 days’ prior written notice being given by the insurers to the Collateral Agent; (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 the intentions and provisions of this Agreement and the Security; (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 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 all applicable Environmental Laws; and (ii) each Borrower shall ensure that each of the real properties or premises owned, leased or occupied by it or any of its Subsidiaries is free from contamination by a release, discharge or emission of any Hazardous Material; (g) it will promptly pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully Taxes levied, assessed or imposed upon it and/or its Subsidiaries, and/or its properties and assets or in respect those of its Property and the Property of its Restricted Subsidiaries or any part thereof or and/or upon the its income and profits or that of the Corporation its Subsidiaries, as and when the same shall become due and payablepayable save when and so long as any such Taxes are in good faith contested by it or those of its Subsidiaries as may be affected thereby; (h) it will furnish to the 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 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 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 do 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. (ii) as soon as practicable and in any event within 90 days after the end of 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 accordance with GAAP, such consolidated financial statements of the Canadian Borrower to be accompanied by 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 and, copies of such auditors’ recommendations, if any, together with a 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: (A) containing sufficient information to permit each Lender to determine whether the financial covenants contained in Section 8.4 are being maintained, including 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 the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trusteesbest of the knowledge of such officer, when requiredas of the date of such certificate, no Default or Event of Default has occurred and is continuing (iii) as soon as possible and in any event within 10 Business Days after any Borrower or any of its Subsidiaries receives (A) notice of the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements commencement thereof, notice of any Governmental Authority relative to actions or proceedings against it or any of its Affiliates or against any of the Property property of a Borrower or rights 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 Corporation beginning of each Fiscal Year of the Canadian Borrower, the Canadian Borrower’s annual business plan and its Restricted Subsidiaries financial projections (for each Quarter), including profit and all covenantsloss statements, terms cash-flow statements, balance sheets and conditions upon or under 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 any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance is inconsistent with GAAP; (cv) subject to promptly upon request, such other information concerning the provisions financial affairs or operations of this Indenture, to keep any Borrower or cause to be kept proper books of account and 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 any of its Restricted SubsidiariesSubsidiaries as the Canadian Agent or the U.S. Agent, as the case may be, in accordance with GAAPmay 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 Canadian Agent, the EBITDA of each Subsidiary; (di) 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 perfected and preserve the first priority thereof (subject to the provisions of this Indenture (including, for Permitted Encumbrances). For greater certainty, all Intercompany Debt and Security shall be assigned to the completion 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 any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain such Intercompany Debt and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as Security by the same may be amended from time to time)Majority Lenders; (el) subject it will cause any entity which after the date hereof shall become a Subsidiary of a Borrower (such entity, a “New Subsidiary”) to the provisions of this Indenture, to cause each Guarantee granted by each Guarantor execute and any subordination undertaking deliver in favour of the Trustees 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 the Holders to be maintained in full force and effect at all times until the full and final payment partially, by way of all amounts due hereunder or Borrowings under the NotesFacility, 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 after the date hereof to deliver Direct Security together with favourable supporting legal opinions and applicable Security Support Documents to the Collateral Agent; and (fn) notwithstanding any other provision of this Agreement to comply and cause the contrary, it will ensure that each of its Restricted the Excluded Subsidiaries ceases to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability exist within 120 days of the Corporation or Effective Date and, until such Excluded Subsidiaries cease to exist, none of such Subsidiaries will carry on any of its Restricted active business whatsoever, no intercompany loans will be made to such Subsidiaries and no assets will be conveyed to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereundersuch Subsidiaries.

Positive Covenants. So The Issuer hereby covenants with the Sukuk Trustee that, so long as any Notes are outstanding and except as otherwise permitted by of the terms of this IndentureSukuk Murabahah shall remain outstanding, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersIssuer shall: (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 all provisions in and promptly perform and carry out its obligations under applicable laws, including as described under Section 13.2 hereunderall the Issue Documents; (b) from time to time to pay or cause to be paid preserve and keep in force and effect all taxeslicences, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect consents and rights necessary for the conduct of 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPbusiness; (c) subject open and maintain the Designated Accounts with the Issuer’s name as the prefixes to the provisions name of this Indenture, to keep or cause to be kept proper books of account the respective Designated Accounts with the Account Bank and pay all relevant amounts into such accounts and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and payments from such accounts only as permitted under the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPIssue Documents; (d) subject execute all such further documents and do all such further acts reasonably necessary at any time or times to give further effect to the provisions terms and conditions 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 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)Sukuk Murabahah; (e) subject to comply with all applicable laws including the provisions of this Indenturethe 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 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; andtime; (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 comply 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 cause each promptly renew any authorisation, approval, consent or license to ensure the validity, enforceability or priority of its Restricted Subsidiaries 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 comply the Sukuk Murabahah Programme in accordance with its respective constating documents 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 laws, rules, regulations statutory requirements and orders, except 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 failure to terms in this Trust Deed do so would not reasonably be expected to adversely affect contain any matter which is inconsistent with the ability provisions of the Corporation 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 long as any amount under the Sukuk Murabahah Programme remains owing or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies obligation of the Trustees Issuer in relation to the Sukuk Murabahah Programme remains outstanding; (o) deliver to the Rating Agency all such reports and/or information (including the periodical asset and transaction performance monitoring reports as per template to be mutually agreed by the parties) as may be required by the Rating Agency in respect of the Sukuk Murabahah Programme; (p) take such steps as may have been notified by the Sukuk Trustee following the occurrence of an SIT Event or an Event of Default to remedy or mitigate the Holders thereundereffect of that SIT Event or Event of Default; (q) sub-contract to third parties all services that may be required by it in order to maintain its business and its assets; (r) ensure that all the liabilities, present or future, of the Issuer (including tax) must be quantifiable and capable of being met out of resources available to it.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the The Corporation covenants and agrees with the Trustees Holder that, for the benefit as long as any part of the HoldersPrincipal Amount remains outstanding, it will, and will cause each of its Material Subsidiaries to: (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, including as described under Section 13.2 hereunder; (b) from time to time to pay or cause to be paid all taxesprincipal, ratesinterest 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, leviesorganization 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, assessmentsprotect and maintain its property from all material adverse claims; (e) obtain, government fees or dues lawfully leviedas and when required, assessed or imposed upon or and maintain in respect good standing all material permits and approvals necessary for the ownership of its Property property and for the Property conduct of its Restricted Subsidiaries 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, reasonable wear and tear excepted, and make necessary and proper repairs, renewals and replacements so that its business may be properly conducted at all 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 part thereof Event of Default or upon the income and profits 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 as setting forth the details of such Event of Default and when the same become due action which has been, or is proposed to be, taken with respect thereto; (ii) any material default by the Corporation of its obligations under Canadian Securities Laws or the requirements of any Stock Exchange; (iii) any order, ruling or determination of any Stock Exchange or securities regulatory authority having the effect of suspending the sale or ceasing the trading of any securities of the Corporation; (iv) any material litigation, arbitration or other proceeding commenced or threatened against it or affecting it; (v) any matter or other information of which it becomes aware and payablewhich 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 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 Corporation and its Restricted Subsidiaries shall exhibit Holder with all reasonable information requested by the Holder concerning the status of any of the foregoing; (i) maintain or cause to be exhibited maintained insurance with international insurance companies with AM Best rating of not less than A- with respect to the TrusteesCorporation’s and the Material Subsidiaries’ properties and business against such casualties and contingencies, when requiredof such types, and in such amounts as is customary in the receipts case for similar businesses operating in similar geographic locations; (j) comply with Applicable Laws, such compliance to include (without limitation) its qualification as a foreign corporation in all jurisdictions in which 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; (k) use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX and vouchers establishing the NYSE American, and take all steps necessary to ensure that any Common Shares issued to the Holder pursuant to the terms of this Debenture are listed and posted for trading on such payment Stock Exchanges (subject, in the case of any Common Shares issued to the Holder pursuant to the terms of this Debenture, to any applicable hold periods, not to exceed four months plus one day), and shall duly observe will use commercially reasonable efforts to maintain such listing and conform posting for trading of such Common Shares on such Stock Exchanges, and will use commercially reasonable efforts to all valid maintain the Corporation’s status as a “reporting issuer” not in default of the requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are heldCanadian Securities Laws; provided, however, that nothing in this Section 5.1(k) shall prevent or restrict the Corporation and its Restricted Subsidiaries shall have from engaging in a transaction to which Section 5.4 applies even if as a result of such transaction the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause Corporation ceases to be kept proper books a “reporting issuer” in all or any jurisdictions of account and make Canada or cause the Common shares cease to be made therein true and faithful entries of all its dealings and transactions in relation to its business and listed on the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; TSX or NYSE American (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of or any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and 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 timeother stock exchange); (el) subject (i) provided that no Event of Default has occurred and is continuing, provide to the provisions 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 IndentureDebenture 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 cause each Guarantee granted 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 each Guarantor 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 any subordination undertaking in favour operation (as applicable) of the Trustees material assets of the Corporation 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable lawsSubsidiaries, rules, regulations and orders, except to the extent unless the failure to do so would could not reasonably be expected to adversely affect result in a Material Adverse Effect; (n) as soon as reasonably possible and in no event later than 20 Business Days after the ability 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 Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under foregoing entities; and (o) as soon as reasonably possible and in no event later than 20 Business Days after the Note Guarantees or the rights and remedies Issue Date, cause item 3 of the Trustees articles of incorporation of MXN Silver Corp. to be amended to add the following: “Notwithstanding anything contained in these Articles, the directors shall not decline to register any transfer of shares, nor may they suspend registration thereof where such transfer is executed by any shareholder or by any bank, company or institution to whom such shares have been charged by way of security, or by any nominee of such a bank, company or institution, pursuant to the Holders thereunderpower of sale under such security, 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. So long as any Notes are outstanding The Company hereby warrants and undertakes that except as 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 extent permitted by applicable laws and regulations and the terms Listing Rules, cause each of the Group Companies at all times prior to Completion to: (A) Conduct of the business: (I) conduct its business in the ordinary course and in a normal and prudent manner; (II) maintain the nature of its business substantially the same as presently conducted unless business is diversified with the prior written consent of the Subscriber; (III) at all times comply with the provisions of all material contracts, agreements and leases to which it is a party, unless contested in good faith by appropriate proceedings; (IV) keep proper, true and correct records of all transactions entered into; (V) take all necessary and appropriate actions to safeguard its assets; (B) Compliance with laws and regulatory requirements: (I) maintain in full force and effect its existence; (II) maintain in full force and effect all necessary licences (including statutory licences), permits, 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 any other fees and charges required to maintain its existence and conduct its business in the ordinary course and in a normal and prudent manner, unless contested in good faith by 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 as at the date of this IndentureAgreement remain and continue as employees after Completion; (E) Information available to the Subscriber: (I) as soon as reasonably practicable, notify the Corporation covenants and agrees with the Trustees for the benefit of the HoldersSubscriber of: (a) to appoint a trustee whenever necessary to avoid any material litigation, arbitration or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderadministrative proceedings which are brought against it; (b) from time to time to pay any occurrence, event or circumstance which could cause to be paid all taxesany material adverse change or prospective material adverse change in its business, ratesfinancial condition, levies, assessments, government fees assets or dues lawfully levied, assessed or imposed upon or in respect of 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 covenants, terms and conditions upon or under which any such Property or rights are heldoperations; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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; (cII) subject to the provisions of this Indentureas soon as reasonably practicable, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation provide any information pertaining to its financial, business and the business of its Restricted Subsidiaries, and/or shareholding status as the case Subscriber may be, in accordance with GAAP; (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 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 reasonably require from time to time); . The Company will notify the Subscriber of any decision by the Management Committee on material matters (eas the Board may in its reasonable discretion determine) subject to as soon as practicable after such decision is made and the provisions of this Indenture, to cause each Guarantee granted by each Guarantor Board and any subordination undertaking in favour of Management Committee will take full responsibility for 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderdecision made therein.

Positive Covenants. So As long as any Notes are outstanding and except as otherwise permitted by Investor owns at least two (2%) of the terms of this IndentureShares issued in the Financing (12,500 Shares), the Corporation covenants Company agrees as follows: a. The Company will promptly pay and agrees with discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or levies imposed upon the Trustees for the benefit income, profits, property, or business of the Holders: (a) 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 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 appoint a trustee whenever necessary to avoid or fill a vacancy in the office of foreclose any of the Trustees so lien that may have attached as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to security therefore. The Company will promptly pay or cause to be paid all taxeswhen due, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect 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 Property subsidiaries in good repair, working order, and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions, and improvements thereto; and the Property Company and its subsidiaries will at all times comply with the provisions of all material leases to which any of them is a party or under which any of them occupies property so as to prevent any loss or forfeiture thereof or thereunder; 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 Restricted Subsidiaries subsidiaries that are of an insurable character insured by financially sound and reputable insurers against loss or any part thereof or upon the income and profits of the Corporation as and when the same become due and payabledamage by fire, extended coverage, and explosion insurance in amounts customary for companies in similar businesses similarly situated; and the Corporation Company will maintain, with financially sound and its Restricted Subsidiaries shall exhibit or cause reputable insurers, insurance against other hazards, risks, and liabilities to be exhibited persons and property to the Trusteesextent and in the manner customary for companies in similar businesses similarly situated; d. The Company will keep true records and books of account in which full, when requiredtrue, the receipts and vouchers establishing such payment correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles applied on a consistent basis; e. The Company and all its subsidiaries shall duly observe and conform to all valid requirements of any Governmental Authority relative governmental authorities relating to any the conduct of the Property their businesses or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon to their property or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 GAAPassets; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 f. The Company shall maintain and 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 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; g. The Company will retain independent public accountants of recognized national standing, registered with the PCAOB, 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 Investor and will request the firm of independent public accountants whose services are terminated to deliver to 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 registered with the PCAOB. In its notice to 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; 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 times until federal securities matters for the full Company; i. The Company and final payment all its subsidiaries shall duly observe and conform to all valid requirements of all amounts due hereunder governmental authorities relating to the conduct of their businesses or under the Notesto their properties or assets; and (f) to comply and j. The Company will cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation 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 its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderDirectors.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by Each of the terms of this IndentureBorrower(s) hereby agrees, the Corporation undertakes, covenants and agrees assures that it shall comply with the Trustees for following until the benefit of the HoldersFinal Settlement Date: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees so as to The Borrower(s) shall comply with any requirement under all the Laws applicable to them, including Tax laws, including as described under Section 13.2 hereunder;anti-money laundering laws and accounting laws. (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 its Property The Borrower(s) shall obtain 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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 Consents required for or in relation to: (i) performing their obligations in relation to the full Facility and final payment of all amounts due hereunder / or under the NotesTransaction Documents; and(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 India. In the event any such 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 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 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) 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 Person (whether or not they are in the 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 comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and time, share all applicable laws, rules, regulations and orders, except information relating to the extent Facility, its nature and amount and the failure to do so would not reasonably be expected to adversely affect Securities created in relation thereto the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder.Facility, with the’ Information

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by The Customer hereby expressly covenants with the terms Bank that the Customer shall at all times during the continuance of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the Holders:Agreement:- (a) to appoint a trustee whenever necessary to avoid or fill a vacancy in the office case where the issue document of any title/strata title to the Property has been issued, let or shall cause to let the Bank have custody or possession of the Trustees issue document of title/strata title to the Property so long as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderthe 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 notice 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 Property 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 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 such notice or order to safeguard and preserve 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 the Bank and at the Customer’s cost make or 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 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 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 respect of and 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 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 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 the Bank or any person of the Bank’s choice at the Customer’s sole cost and expense and in the 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 shares, assets, movable property and/or the issue document of title or strata title, if any, of all immovable properties vested in the Customer of such value as the Bank may from time to time require or 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 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 pay 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 paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of 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 furnished to the Trustees, when required, the receipts and vouchers establishing Bank with any other financial information or 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 other information relating to the provisions of this Indenture, to keep Customer or cause to be kept proper books of account and 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; (d) subject Customer or on any asset to be provided to the provisions of this Indenture (including, for greater certainty, Bank as security as may reasonably be requested by the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and 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 Bank from time to time; (o) to observe and 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 the place of business or registered office or residential address of the Customer and/or the Security Party(ies) (if applicable); (eq) subject to the provisions of this Indenture, comply or cause to comply with all conditions imposed and to maintain or 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 authorisations, licences, approvals and final payment of all amounts due hereunder or under the Notes; andconsents referred to in Section 6.01(1)(d) hereof; (fr) to comply and forthwith notify or cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except be notified to the extent Bank of the failure occurrence of any event of default set out in Section 8.01 hereof or of any event of default in relation to do so would not reasonably be expected 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 Corporation Customer and to notify the Bank if any of the Customer’s authorised signatories shall no longer be authorised to sign or 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 institution of any legal proceedings against the Customer) in the condition or performance or nature of the Customer’s business or constitution or any other matters of its Restricted Subsidiaries or affecting the Customer; (u) to duly observe and perform its obligations hereunder or all terms and conditions covenants and stipulations to be observed and performed by the Customer under the Note Guarantees 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 made or brought at any time by the Vendor and or the rights and remedies 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 Trustees Sale and Purchase Agreement by the Customer and or that may be incurred sustained or suffered by the Holders thereunderBank as a result thereof and the Customer shall promptly upon a demand being made by the Bank pay to the Bank all amounts so paid incurred suffered or sustained by the Bank.

Positive Covenants. So long as any Notes shares of the Non-Qualified Preferred Stock or Series B Preferred Stock are outstanding and except as otherwise permitted by the terms of this Indenturestill outstanding, the Corporation covenants and Company agrees with the Trustees for the benefit of the Holdersas follows: (a) The Company will promptly pay and discharge, or cause to appoint a trustee whenever necessary to avoid be paid and discharged, when due and payable, all lawful taxes, assessments, and governmental charges or fill a vacancy in levies imposed upon the office of any income, profits, property, or business of the Trustees so 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 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 to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to security therefor. The Company will promptly pay or cause to be paid all taxeswhen due, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect 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 Property subsidiaries to keep, its properties in good repair, working order, and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions, and improvements thereto; 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 payableCompany will, and will cause its subsidiaries to, at all times comply with the Corporation and its Restricted Subsidiaries shall exhibit or cause provisions of all material leases 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 which any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon them is a party or under which any such Property of them occupies property so as to prevent any material loss or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees forfeiture thereof or 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 GAAPthereunder; (c) subject The Company will keep, and cause its subsidiaries to keep, its assets that are of an insurable character insured by financially sound and reputable insurers against loss or damage, casualties and contingencies, 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, and liabilities to Persons and property to the provisions of this Indenture, to extent and in the manner customary for companies in similar businesses similarly situated; (d) The Company will keep or cause to be kept proper true records and books of account in which full, true, and make or cause to correct entries in all material respects will be made therein true and faithful entries of all its dealings and or transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, affairs in accordance with GAAP; (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 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)GAAP applied on a consistent basis; (e) subject The Company shall, and shall cause its subsidiaries to, duly observe and conform to all material requirements of governmental authorities relating to the provisions conduct of this Indenturetheir businesses or to their property or assets; (f) The Company shall, to and shall cause each Guarantee granted by each Guarantor and any subordination undertaking in favour of the Trustees or the Holders to be maintained 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 material to the conduct of its business; (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; (h) 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; (i) The Company will cause each senior manager and key employee now or hereafter employed by it or any subsidiary to (I) dedicate substantially their full working schedule to the 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 times until applicable requirements of law of any governmental authority in respect of conduct of its businesses and the full ownership of its properties, except such as are being contested in good faith and final payment of all amounts due hereunder except for such noncompliances as will not in the aggregate have a material adverse effect on its business or under the Notesproperties; and (fk) Upon receipt of a request in writing from any Party, the Company will permit such Party to comply inspect the books and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability records of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under Company at the Note Guarantees or the rights and remedies principal offices of the Trustees or Company and meet with management. The covenants set forth in this Section 3.3 shall terminate and be of no further effect upon the Holders thereunderclosing of an IPO.

Positive Covenants. So Each Borrower covenants with each of the Agents and with each of the Lenders that so long as there shall remain any Notes are outstanding and except as otherwise permitted by the terms Borrowings or any other obligations of or affecting any party to this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersAgreement: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy it will pay duly and punctually all sums of money due by it under this Agreement at the times and places and in the office of any of the Trustees so as manner provided for herein and will cause each Guarantor to comply with any requirement do likewise under applicable laws, including as described under Section 13.2 hereunderits 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 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 respect of their respective businesses and assets and, in 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 time a Borrower or any such Subsidiaries to time 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 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 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 insurance, as its interest may appear, and that such policies are not cancellable without at least 30 days’ prior written notice being given by the insurers to the Collateral Agent; (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 the intentions and provisions of this Agreement and the Security; (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 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 all applicable Environmental Laws; and (ii) each Borrower shall ensure that each of the real properties or premises owned, leased or occupied by it or any of its Subsidiaries is free from contamination by a release, discharge or emission of any Hazardous Material; (g) it will promptly pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully Taxes levied, assessed or imposed upon it and/or its Subsidiaries, and/or its properties and assets or in respect those of its Property and the Property of its Restricted Subsidiaries or any part thereof or and/or upon the its income and profits or that of the Corporation its Subsidiaries, as and when the same shall become due and payable, payable save when and so long as any such Taxes are in good faith contested by it or those of its Subsidiaries as may be affected thereby; (h) it will furnish to the Corporation Canadian Agent in sufficient quantities to provide 1 copy to each Lender and its Restricted Subsidiaries shall exhibit or cause each Agent: (i) as soon as available and in any event within 45 days after the 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 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto prepared in accordance with GAAP; (cB) 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 (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 provisions 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 this IndentureNormalizing Adjustments; (3) certifying that, as of the last day of such Quarter, and, to keep the best knowledge of such officer, as of the date of such certificate, no Default or cause 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. (ii) as soon as practicable and in any event within 90 days after the end of 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 kept proper books prepared in accordance with GAAP; (B) the unaudited financial statements of account and make or cause 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, without qualification, that such financial statements of the Canadian Borrower have been prepared in accordance with GAAP and, copies of such auditors’ recommendations, if any; and (D) a certificate accompanying the financial statements required to be made therein true delivered in accordance with Section 8.2(h)(ii)(A) and faithful entries (B) in the form set out in Schedule “J” attached (without personal liability) of all its dealings the president, chief financial officer or corporate controller of the Canadian Borrower: (1) containing sufficient information to permit each Lender to determine whether the financial covenants contained in Section 8.4 are being maintained, including 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 transactions 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 is continuing (iii) as soon as possible and in relation to its business and the business any event within 10 Business Days after any Borrower or any of its Restricted Subsidiaries receives (A) notice of the commencement 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 (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, in accordance with GAAPmay 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 Canadian Agent, the EBITDA of each Subsidiary; (di) 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 perfected and preserve the first priority thereof (subject to the provisions of this Indenture (including, for Permitted Encumbrances). For greater certainty, all Intercompany Debt and Security shall be assigned to the completion 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 any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain such Intercompany Debt and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as Security by the same may be amended from time to time)Majority Lenders; (el) subject to it shall cause, at all times, the provisions shares of this IndentureColliers (SE Europe), to cause each Guarantee granted by each Guarantor Checot and any subordination undertaking 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 cause any entity which after the date hereof shall become a Subsidiary of a Borrower (other than Unrestricted Entities and Immaterial Subsidiaries) (such entity, a “New Subsidiary”) to execute and deliver in favour of the Trustees 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 Holders 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 maintained in full force and effect at all times until the full and final payment financed by way of all amounts due hereunder or Borrowings under the NotesFacilities) it shall provide the Canadian Agent with a "snapshot" summary description of such investment in form and substance satisfactory to the Canadian Agent and shall include in such summary description confirmation that such entity is an Eligible Business; and (fr) it shall promptly, and in any event within 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 US$50,000,000. The Borrowers shall be permitted to comply and cause each of remove an entity from its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except qualification as an Unrestricted Entity at any time by giving written notice to the extent Canadian Agent and thereafter all provisions hereunder with respect to the failure to do so would not reasonably be expected to adversely affect the ability Subsidiaries of the Corporation or any Borrower (other than Excluded Subsidiaries, Immaterial Subsidiaries and Unrestricted Entities) shall apply to such entity in the event such entity is a Subsidiary of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereundera Borrower.

Positive Covenants. So long as any Notes are outstanding 12.1.1 During the term of this Agreement, the Borrower shall: (a) duly and except as otherwise permitted punctually pay the Obligations at the times and places and in the manner required by the terms thereof; (b) keep proper books of this Indentureaccount and record, maintain its corporate status in all jurisdictions where it carries on business and operate its business and Property in accordance with sound business practice and in substantial compliance with all applicable Requirements of 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 Corporation covenants 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 Property in amounts and agrees with against losses, including property damage, public liability and business interruption, to the Trustees extent that such Property and assets are usually insured or as the Lender may otherwise require, and cause the policies of insurance referred to above to contain a standard mortgage clause and other customary endorsements for the benefit of the Holders: (a) Lender, all in a form acceptable to appoint the Lender, and a trustee whenever necessary provision that such policies will not be amended in any manner which is prejudicial to avoid the Lender or fill a vacancy in be cancelled without thirty days prior written notice being given to the office of any Lender by the issuers thereof, cause the Lender to be named as an additional insured with respect to public liability and cause all of the Trustees so as to comply with any requirement proceeds of insurance under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to pay or cause the policies to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and to the Property of its Restricted Subsidiaries or any part thereof or upon Lender to the income and profits extent 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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; (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 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)Obligations; (e) subject 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 and Property and perform its obligations under the Credit Documents to which it 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 provisions Lender in respect of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour payment of the Trustees 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 Holders 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 maintained taken by the Borrower); upon: (i) learning of any environmental claim, complaint, notice or 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 controls (except those being stored, used or otherwise handled in full force and effect at all times until compliance with applicable Requirements of Law), or contained in the full and final payment of all amounts due hereunder soil or under the Noteswater constituting such land; and (fiii) the occurrence of any reportable release, spill, leak, emission, discharge, leaching, dumping or disposal of Hazardous Materials that has occurred on or from such land which, as to comply and cause each either (i), (ii) or (iii), could have a material adverse effect on the financial condition of its Restricted Subsidiaries to comply with its respective constating documents and all applicable lawsthe Borrower, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect or the ability of the Corporation or any of its Restricted Subsidiaries Borrower to perform its obligations hereunder or under the Note Guarantees this Agreement, or the rights and remedies Credit Documents to which it is a party from time to time; (iv) any change in business activity conducted by the Borrower which involves the use or handling of Hazardous Materials or wastes or increases the environmental liability of the Trustees Borrower in any material manner; (v) any proposed change in the use or occupation of the Holders thereunder.Property of the Borrower which may cause a material adverse environmental impact;

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by The Chargor hereby expressly covenants with the terms Chargee that the Chargor will at all times during the continuance of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the Holders:Charge:- (a) keep all structures or fixtures now or at any time hereafter erected on or affixed to appoint a trustee whenever necessary the Property in tenantable repair and condition. In default whereof it shall be lawful for but not obligatory upon the Chargee to avoid or fill a vacancy in carry out such repairs and if the office of any Chargee shall carry out such repairs, the costs and expenses thereof shall be for the account of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderChargor; (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 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 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 Property 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 of its Restricted Subsidiaries or any part thereof or upon the income right, title or ownership thereto and profits the Chargee may if it thinks fit and on behalf of or in the name and at the expense of the Corporation as Chargor do all such acts 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 employ all 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 covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or 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 provisions of this Indenture, to keep or cause to be kept proper books of account and 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, persons as the case may be, in accordance with GAAPChargee shall deem fit for the purpose of safeguarding and preserving the Property; (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 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 and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder.