SCHEDULE TO CHARGE/MORTGAGE OF LAND 
FARM LANDS
LAND REGISTRATION REFORM ACT, 1984
FOR USE WITH ONTARIO STANDARD CHARGE TERMS NO. 8642

This schedule forms part of a charge made pursuant to the Land Registration Reform Act and regulations thereunder (hereinafter the charge and all the schedules thereto are collectively called the "charge") between the Chargor and Bank of Montreal, as Chargee, and any other parties thereto.

The provisions of the charge referred to in the charge as being contained in a schedule to the charge are as follows:

1. Prepayment Provisions

The Chargor shall not be entitled to prepay any amount of principal under the charge except that:

(a) the Chargor shall be entitled, when not in default under the charge, to prepay an amount of principal, not in excess of 10% of the original principal amount of the charge, once in each calendar year during the Term of the Charge at any time during such year without notice and without payment of any bonus, provided that such prepayment privileges shall not be cumulative;

(b) the Chargor shall be entitled, when not in default under the charge, upon the execution by the Chargor of a charge amending agreement in form and substance satisfactory to the Chargee and upon the payment by the Chargor to the Chargee of an amendment fee satisfactory to the Chargee:	

(i) to increase once in each calendar year during the Term of the Charge, the amount of the instalment of principal and interest payable under the charge, provided that such increase does not exceed 10% of the amount of the instalment of principal and interest payable by the Chargor immediately prior to such increase; or,

(ii) after any increase pursuant to subparagraph (b)(i) hereof, to decrease once in each calendar year during the Term of the Charge (including the calendar year in which such increase occurred), the amount of the instalment of principal and interest payable under the charge, provided that the original amortization period of the charge is not extended as a result of such reduction,

but none of the foregoing rights is cumulative;

(c) the Chargor shall be entitled, when not in default under the charge, to prepay the total principal amount of the charge without notice, upon payment, by way of bonus, of an additional amount equivalent to three months' interest at the Actual Mortgage Rate on the amount of any such principal prepayment:

(i) if the Term of the Charge is four years or less, at any time and from time to time during the last year of the Term of the Charge;

(ii) if the Term of the Charge is longer than four years but not longer than five years, at any time and from time to time after the end of the thirty-sixth month after the Interest Adjustment Date;

(iii) if the Term of the Charge is longer than five years but not seven years or longer, at any time and from time to time, during the last two years of the Term of the Charge; or

(iv) if the Term of the Charge is seven years or longer, at any time and from time to time after the fifth year of the Term of the Charge,

provided the Chargor also pays the discharge or assignment fee required by the Chargee; and

(d) in the event any partial prepayment of principal is made, the amount and due date of each instalment of principal and interest shall not change as a result of such prepayment.

Paragraph 8 (Prepayment Provisions) of the standard charge terms is hereby excluded from the charge.

2. Mortgage Rate Protection Plan

The Chargor shall be entitled, when not in default under the charge, at any time during the last six months of the Term of the Charge, to apply to the Chargee for an amendment to the charge extending the Term of the Charge. Such amendment shall be in accordance with a charge amending agreement executed by the Chargor in form and substance satisfactory to the Chargee which shall stipulate, among other things, the date (hereinafter for purposes of this provision called the "Effective Date") on which the amending agreement shall take effect; provided that the Chargor:

(a) pays to the Chargee, prior to the execution of the charge amending agreement, an amendment fee in an amount satisfactory to the Chargee; and

(b) pays to the Chargee, prior to the execution of the charge amending agreement, the Additional Amount, if the amount referred to in the following subparagraph (i) exceeds the amount referred to in the following subparagraph (ii). For purposes of this provision, "Additional Amount" means the difference between:	

(i) the present value of the aggregate amount of interest which would, but for the charge amending agreement, be payable on the indebtedness secured by the charge outstanding on the Effective Date, from the Effective Date to the balance due date specified in the charge at the Actual Mortgage Rate; and	

(ii) the present value of the aggregate amount of interest payable on the indebtedness secured by the charge outstanding on the Effective Date, from the Effective Date to the balance due date specified in the charge at the amended rate applicable to such indebtedness pursuant to the charge amending agreement. 

The discount rate (or factor) to be applied to determine the present value referred to in subparagraph (i) shall be the Actual Mortgage Rate and the discount rate (or factor) to be applied to determine the present value referred to in subparagraph (ii) shall be the amended rate applicable to the indebtedness secured by the charge as set out in the charge amending agreement.

Notwithstanding the foregoing, the amendment fee and the Additional Amount shall together not exceed an amount equivalent to three months' interest at the Actual Mortgage Rate on the indebtedness secured by the charge outstanding on the Effective Date.

Paragraph 9 (Mortgage Rate Protection Plan) of the standard charge terms is hereby excluded from the charge.

3. Additional Exclusions from the Standard Charge Terms

Paragraph 10 (Portability of Charge) and paragraph 11 (More Frequent Payment Provisions) of the standard charge terms are hereby excluded from the charge.

4. Unapproved Sale by Chargor or Change in Control of Corporate Chargor

(a) Without prejudice to any right of the Chargee to accelerate payment of all amounts owing by the Chargor pursuant to the charge (collectively the "Indebtedness") as provided by the standard charge terms, the charge and all Indebtedness (or any part thereof determined by the Chargee) together with a bonus equivalent to the Sales Payment Amount shall, at the option of the Chargee, become due and payable by the Chargor to the Chargee on the date of delivery (the "Acceleration Date") of notice of acceleration by the Chargee to the Chargor after the occurrence of:

(i) a sale, transfer, lease, or disposition in any other manner of the charged land or any part thereof or interest therein without the prior written consent of the Chargee; or

(ii) if the Chargor is a corporation, a change in control of the Chargor, without the prior written consent of the Chargee, and for purposes hereof a change in control of the Chargor shall be deemed to occur if there occurs a sale, transfer, assignment or other disposition of more than 50% of the voting shares issued by the Chargor or of more than 50% of the voting shares issued by any other corporation which directly or indirectly owns more than 50% of such shares of the Chargor.

(b) For the purposes hereof, the "Sales Payment Amount" shall mean the greater of:

(i) an amount equivalent to three months' interest at the Actual Mortgage Rate on the principal amount of the Indebtedness outstanding on the Acceleration Date; or

(ii) an amount equivalent to:

A. the present value of the aggregate amount of interest which would, but for the payment of the Indebtedness, be payable on the principal amount of the Indebtedness outstanding on the Acceleration Date accruing from the Acceleration Date to the balance due date specified by the charge determined at the Actual Mortgage Rate in effect on the Acceleration Date; less

B. the present value of the aggregate amount of interest which would, but for the payment of the Indebtedness, be payable on the principal amount of the Indebtedness outstanding on the Acceleration Date accruing from the Acceleration Date to the balance due date specified by the charge determined at a rate equivalent to the Chargee's Residential Mortgage Rate in effect on the Acceleration Date.		

The discount rate (or factor) to be applied to determine the present value referred to in subparagraph A. shall be the Actual Mortgage Rate in effect on the Acceleration Date and the discount rate (or factor) to be applied to determine the present value referred to in subparagraph B. shall be the Chargee's Residential Mortgage Rate in effect on the Acceleration Date. For the purposes of this subparagraph (ii), the "Chargee's Residential Mortgage Rate" shall mean the annual fixed rate of interest, calculated half-yearly, not in advance, declared by the Chargee from time to time as the rate of interest payable by borrowers to the Chargee on loans in Canadian dollars made by the Chargee to such borrowers in Canada for a term (rounded downward to the nearest full year) equivalent to the period between the Acceleration Date and the balance due date specified by the charge, secured by first mortgages of residential property in Canada with limited prepayment provisions.		
	
5. Tax Payments			

(a) The Chargor shall promptly pay or cause to be paid all Taxes now or hereafter charged by any authority on the charged land as and when they become due and the Chargor shall, within one (1) month after the date fixed for the payment of the last instalment of Taxes in each year, provide the Chargee with receipted tax bills showing that all such Taxes for such year have been fully paid.

(b) Subparagraph 6(c) (Taxes) of the standard charge terms is hereby excluded from the charge.


BMO:LF332