SCHEDULE TO CHARGE/MORTGAGE OF LAND
LEASEHOLD LANDS - RESIDENTIAL AND COMMERCIAL
LAND REGISTRATION REFORM ACT, 1984
FOR USE WITH STANDARD CHARGE TERMS
NO. 8616, 8642 AND 882

This Schedule forms part of a charge made pursuant to the Land Registration Reform Act, 1984 and regulations thereunder (the "Act") (hereinafter the charge and Schedule(s) thereto are collectively called the "charge") made between the Chargor(s), the party or parties, if any, identified in the charge as the Spouse(s) of the Chargor(s), the party or parties, if any, identified in the charge as Guarantor(s), and Bank of Montreal, being the Chargee.

The provisions of the charge referred to in the charge as being contained in a Schedule or as Additional Provisions to the charge are as hereinafter set out provided that, if such reference is to more than one Schedule or Additional Provision, or another Schedule or Additional Provision or other Schedules or Additional Provisions are included in the charge, then such reference is to this Schedule and to such other Schedule or Schedules.

LEASEHOLD LANDS

1.	By a lease (hereinafter called the "Head Lease") dated the ___________of	________________, _______, ______________________________________________
did demise unto ___________________________________________ the lands and premises therein and in the charge described (which said lands and premises are hereinafter referred to as the "charged land") for a term of _____________ years and _____________ months from the _____________ day of _______________, ________ to the ___________ day of _______________,____________ on terms and conditions as therein set out. The Head Lease, or notice thereof was registered as instrument number ________________________. The owner of the charged land and the current lessor under the Head Lease is _____________________________________ (hereinafter called the "Head Lessor"). The Chargor is the current Lessee under the Head Lease by an assignment thereof registered as instrument number ______________________.

2.	In accordance with subsection 9(2) of the Act, the set of Standard Charge Terms filed as No. 8642, if such set of Standard Charge Terms has been incorporated into this charge by reference to such filing number in this charge, is varied as follows:

(a) Subparagraph 3(a), titled "Charge of Charged Land" is varied by deleting the words "the charged land is charged and mortgaged" where the same appear prior to subsubparagraph (i) and substituting therefor: "the leasehold interest of the Chargor in the charged land pursuant to the Head Lease (including, without limitation, any right of renewal and any right to purchase the charged land or any part thereof as set out in the Head Lease) is charged, mortgaged and demised by way of sublease."

(b) Subparagraph 6(d), titled "Good Title and Free From Encumbrances", is varied by deleting the words "and has a good, absolute and indefeasible title and estate in fee simple to the charged land and appurtenances thereto, without any encumbrances, liens, charges, mortgages, reservations, limitations, provisos and conditions whatsoever except those contained in the original grant thereof from the Crown" and substituting therefor "a good and absolute right and interest in and to the interest of the Chargor in the charged land pursuant to the Head Lease free of any trusts, encumbrances, liens, charges, reservations, limitations, provisos or conditions whatsoever save as set out in the Head Lease".

(c) Wherever any reference is made to any right of the Chargee to sell, transfer, assign, lease, sublease or alienate the charged land such reference shall be deemed to be in regard to the right and interest of the Chargor in the charged land pursuant to the Head Lease.

3. In accordance with subsection 9(2) of the Act, the set of Standard Charge Terms filed as no. 8616, if such set of Standard Charge Terms has been incorporated into this charge by reference to such filing number in this charge, is varied as follows:

(a) Paragraph 1, titled "CHARGE", is varied by adding after "charges" and before "the lands" in the first sentence, the words "mortgages and demises by way of sublease the leasehold interest of the Chargor pursuant to the Head Lease (including, without limitation, any right of renewal and any right to purchase as set out therein) in".

(b) Subparagraph 8(b), titled 'For Good Title", is varied by deleting the same and substituting therefore "That the Chargor is, and stands solely, rightfully and lawfully with a good, true, perfect and absolute right and interest in and to the interest of the Chargor in and to the Charged Premises pursuant to the Head Lease free of any trusts, reservations, limitations, provisos, conditions, encumbrances or charges (save as to any prior charges the Chargee has consented to in writing) save as set out in the Head Lease".

(c) Wherever any reference is made to any right of the Chargee to sell, transfer, assign, lease, sublease or alienate the Charged Premises and/or lands and premises such reference shall be deemed to be in regard to the right and interest of the Chargor thereto pursuant to the Head Lease.

(d) Unless varied in accordance with any other schedule to this charge:

(i) Paragraph 12, titled "PRINCIPAL DUE ON DEFAULT", is varied by deeming any reference therein to "principal" as meaning "principal money".

(ii) Paragraph 4, titled "COMPOUND INTEREST" is varied by adding the words "default or judgment" after the word "maturity" wherever it appears.	.

4. In accordance with subsection 9(2) of the Act, the set of Standard Charge Terms filed as No. 882, if such set of Standard Charge Terms has been incorporated into this charge by reference to such filing number in this charge is varied as follows:

(a) Subparagraph 3(a), titled "Charge of Charged Land", is varied by inserting the words "and demises by way of sublease the leasehold interest of the Chargor pursuant to the Head Lease (including without limitation, a right of renewal and any right to purchase the charged land or any part thereof as set out in the Head Lease) in" after the word "charges".

(b) Subparagraph 5(d), titled "Good Title and Free From Encumbrances", is varied by deleting the words "and has a good, absolute and indefeasible title and estate in fee simple to the charged land and appurtenances thereto, without any encumbrances, liens, charges, mortgages, reservations, limitations, provisos and conditions whatsoever except those contained in the original grant thereof from the Crown" and substituting therefor "a good and absolute right and interest in and to the interest of the Chargor in the charged land pursuant to the Head Lease free of any trusts, encumbrances, liens, charges, reservations, limitations, provisos or conditions whatsoever save as set out in the Head Lease".

5. Notwithstanding anything contained herein or in any set of Standard Charge Terms incorporated into this charge, the last day of the term of the Head Lease or any renewal thereof or any agreement therefor now held or hereafter acquired by the Chargor shall be excepted out of the charge.

6. The Chargor covenants and agrees with the Chargee as follows:

(a) The Head Lease is a good, valid and subsisting lease in law and not surrendered, forfeited, amended, or become void or voidable, and the rents, covenants and provisions therein reserved and contained have been duly paid, performed and observed by the Chargor up to the date of the charge.

(b) The Chargor now has good right, full power and lawful and absolute authority to charge, mortgage, demise and sublet the charged land in accordance with the charge and that any consent thereto required of the Head Lessor has been obtained.

(c) That the Chargor will at all times fully perform and comply with all the obligations of the Chargor under the Head Lease, and/or imposed upon or assumed by or agreed to by the Chargor pursuant to any encumbrance prior to the charge and if the Chargor shall fail so to do the Chargee may (but shall not be obliged to) take any action the Chargee deems necessary or desirable to prevent or to cure any default by the Chargor in the performance of or compliance with any such obligations. Upon receipt by the Chargee from the Head Lessor and/or any such prior encumbrancer of any written notice of default by the Chargor, the Chargee may rely thereon and take any action to cure such default even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Chargor and the Chargee shall have the absolute and immediate right to enter in and upon the charged land or any part thereof to such extent and as often as the Chargee, in its sole discretion deems necessary or desirable in order to prevent or to cure any such default. The Chargee may pay and expend such sums of money as the Chargee in its sole discretion deems necessary for any such purpose, and the Chargor shall pay to the Chargee, immediately upon notification by the Chargee and without demand, all such sums so paid and expended by the Chargee, together with interest thereon at the rate set out in the charge from the date of each such payment. All sums so paid will bear interest and shall be added to the monies secured by the charge and shall be secured by the lien of this charge.

(d) If the charge is outstanding at the expiration of the term of the Head Lease and the Chargor shall refuse or neglect to exercise the Chargor's right, if any, to renew the Head Lease, and/or refuse to pay the fees, costs, charges and expenses payable upon any such renewal, the Chargee may effect any such renewal in the name of the Chargor or otherwise, and in that case every such new lease shall remain and be a security to the Chargee in accordance with this charge.

(e) From and after the execution and delivery of the charge, the Chargor shall stand possessed of the charged land for the residue of the term granted by the Head Lease in trust for the Chargee, and will assign and dispose thereof as the Chargee may direct, but subject to the same right of redemption as is given to the Chargor under the charge. The Chargor hereby irrevocably appoints the Chargee as the Chargor's substitute to be the Chargor's attorney during the continuance of this security and for and on behalf of the Chargor to assign the Head Lease and convey the leasehold premises and the said reversion as the Chargee shall at any time direct, and in particular, upon any sale made by the Chargee under any power of sale contained in the charge or granted by Statute to assign the Head Lease and convey the charged lands and the reversion to the purchaser; the Chargee may at any time, remove the Chargor or any other person from being a trustee of the Head Lease under the above declaration of trust and appoint a new trustee or trustees.

(f) The Chargor shall not surrender, terminate, amend or modify the Head Lease or agree to do so without the prior written consent of the Chargee which the Chargee can withhold in its absolute discretion. No release or forbearance of any of the Chargor's obligations under the Head Lease or under any prior encumbrance shall release the Chargor from any of the Chargor's obligations under this charge.

(g) Unless the Chargee shall expressly consent in writing, the title in fee simple to the property demised by the Head Lease and the leasehold estate shall not merge but shall always remain separate and distinct, notwithstanding the union of said estates by purchase or otherwise.





BMO:lf336