SCHEDULE TO CHARGE/MORTGAGE OF LAND 
CONVENTIONAL COMMERCIAL LOAN 
LAND REGISTRATION REFORM ACT, 1984
FOR USE WITH STANDARD CHARGE TERMS NO. 8642

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 on page 1 of the charge as being contained in a Schedule to the charge are as follows:

A. ASSIGNMENT OF LEASES AND RENTS

1. In this Schedule:

(a) "charged land" and "indebtedness'' have the same meaning as in the Standard Charge Terms filed as number 8642.	

(b) "Leases" means all present and future leases, agreements to lease, tenancies and agreements granting any right or license to occupy, and all amendments, renewals or extensions thereof whether oral or written, of the charged land in respect of which the Chargor is or becomes the landlord as the successor of the original landlord or otherwise.

(c) "Rents" means all rent, payments in the nature of rent, deposits as security or otherwise, revenues and profits, both present and future, absolute and contingent derived or to be derived by the Chargor from the Leases of the charged land.

2. As additional and separate security for payment of the Indebtedness, the Chargor hereby assigns, transfers and sets over to the Chargee:	

(a) All Leases; and

(b) All Rents as follows:

(i) Each Lease and each of the Rents shall be deemed to be the subject of a separate assignment hereunder so that the Chargee in its discretion may exercise its rights in respect of any or all of the leases and rents forming part of the Leases and Rents.

(ii) Nothing herein shall constitute an assignment of Leases or Rents which are unassignable or which require the consent of a third party. In each such case the Chargor shall, unless the Chargee otherwise agrees in writing to, use all reasonable efforts to obtain any such consents so that the Chargee may exercise its rights hereunder including (in the event of default by the Chargor under the charge) the right to assign any or all of the leases and rents to a third party or parties. Until any such consent is acquired the Chargor shall hold all benefit derived from the Leases and Rents requiring consent in trust for the Chargee as additional security hereunder.

(iii) Notwithstanding anything herein contained the Chargor may, until it defaults under the charge, deal with the Leases and Rents and collect, retain and apply the Rents from time to time in accordance with sound business practice.	

(iv) Nothing herein shall obligate the Chargee to assume or perform any obligation of the Chargor to any third party in respect of the Leases and Rents and the Chargor hereby indemnifies and saves harmless the Chargee from any and all claims of such third parties. The Chargee may however at its option assume or perform any such obligations as it considers necessary or desirable to obtain the benefit of the Leases and Rents or any of them.

(v) The Chargee may at any time without further request or agreement by the Chargor reassign to the Chargor, its successors or assigns any or all of the Leases and Rents.

(vi) The Chargee's obligations as to any amounts collected by it shall be discharged by application of such amounts to payment of the Indebtedness. Nothing contained herein shall be deemed to have the effect of making the Chargee a mortgagee in possession of the charged lands.

B. UNAPPROVED SALE BY CHARGOR

WITHOUT PREJUDICE TO ANY RIGHT OF THE CHARGEE TO DEMAND PAYMENT OF THE INDEBTEDNESS AT ANY TIME, THE CHARGE AND THE INDEBTEDNESS (OR ANY PART THEREOF DETERMINED BY THE CHARGEE) SHALL, AT THE OPTION OF THE CHARGEE, FORTHWITH BECOME DUE AND PAYABLE TOGETHER WITH A BONUS EQUIVALENT TO THREE (3) MONTHS INTEREST: (a) ON THE SALE, TRANSFER, LEASE OR DISPOSITION IN ANY OTHER MANNER OF THE CHARGED LAND OR ANY PART THEREOF OR INTEREST THEREIN; OR (b) IF THE CHARGOR IS A CORPORATION, IF A CHANGE IN CONTROL OF THE CHARGOR SHALL OCCUR WITHOUT THE PRIOR WRITTEN CONSENT OF THE CHARGEE. FOR PURPOSES HEREOF, A CHANGE IN CONTROL OF A CORPORATE CHARGOR SHALL BE DEEMED TO OCCUR IF THERE IS A SALE, ASSIGNMENT OR OTHER TRANSFER OF THE EXISTING BENEFICIAL OWNERSHIP OF MORE THAN 50% OF THE VOTING SHARES OF THE CHARGOR OR OF ANY OTHER CORPORATION WHICH DIRECTLY OR INDIRECTLY OWNS MORE THAN 50% OF SUCH SHARES.

C. VARIATION OF STANDARD CHARGE TERMS NUMBER 8642	

In accordance with subsection 9(2) of the Act the Standard Charge Terms filed as number 8642 are hereby varied as follows:

1. Paragraph 6(c) is amended to read as follows:

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

2. Paragraph 8 is deleted.

3. Paragraph 9 is deleted.


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