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Chartwell Retirement Residences Capital/Financing Update 2021

Jan 14, 2021

45334_rns_2021-01-14_3061dedd-5997-4356-88c9-af09e8b0a2db.PDF

Capital/Financing Update

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FOURTH AMENDMENT TO THE SENIOR SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT

This Agreement made as of September 27, 2019 (the "Effective Date")

B E T W E E N:

CHARTWELL MASTER CARE LP

as Borrower

  • and -

CSH TRUST, CHARTWELL BENCO INC., GP M TRUST, CHARTWELL MASTER CARE CORPORATION, CHARTWELL RETIREMENT RESIDENCES AND THE PROPERTY OWNERS as Guarantors

  • and -

THE FINANCIAL INSTITUTIONS IDENTIFIED ON THE SIGNATURE PAGES HERETO as Lenders

  • and -

BANK OF MONTREAL

as Administrative Agent

  • and -

BMO CAPITAL MARKETS AND TD SECURITIES

as Co-Lead Arrangers and Joint Bookrunners

  • and -

THE TORONTO-DOMINION BANK

as Syndication Agent

  • and -

BANK OF MONTREAL

as Swing Line Lender

WITNESSES THAT:

WHEREAS the Borrower, the Administrative Agent and the other parties thereto entered into an amended and restated credit agreement dated May 29, 2017, as amended by a first amending agreement dated as of November 21, 2017, as amended by a second amending agreement dated April 3, 2018 and a third amending agreement dated May 10, 2019 (collectively, the "Credit Agreement");

AND WHEREAS the parties hereto wish to further amend the Credit Agreement in order to add 161 rue Principale, Gatineau Québec and 1222 King George Blvd. Surrey, British Columbia (the "New Secured Properties") as Properties to the Secured Asset Pool, and remove 100 Island Lodge Rd. Ottawa, Ontario as a Property from the Secured Asset Pool;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:

ARTICLE ONE - INTERPRETATION

1.1 Definitions

All terms used in this Agreement that are not defined herein or not amended hereby shall have the meanings attributed to them in the Credit Agreement.

1.2 References

Except where otherwise noted, "this Agreement", "herein", "hereof", "hereto", "hereunder" or similar expressions refer to this Agreement.

ARTICLE TWO - AMENDMENTS TO CREDIT AGREEMENT

2.1 Credit Facilities

(1) Schedule 2 of the Credit Agreement is deleted in its entirety and replaced with Schedule 2 to this Agreement.

(2) Schedule 3 of the Credit Agreement is deleted in its entirety and replaced with Schedule 3 to this Agreement.

(3) Schedule 14 of the Credit Agreement is deleted in its entirety and replaced with Schedule 14 of this Agreement.

2.2 Release of the Rockcliffe Nominee

(1) Each of the Administrative Agent and the Lenders hereby unconditionally releases and forever discharges, without novation, CSH (Rockcliffe) Inc. (the "Rockcliffe Nominee") from all liability and obligations, past, present and future, under the Credit Agreement, including, without limitation, all liability and obligations under the Loan Documents, provided, however, that such release and discharge shall not apply to any indemnification obligations of the Rockcliffe Nominee as set out in the Loan Documents which, by their terms, survive the release of the Obligors or the discharge of the Security.

(2) The Rockcliffe Nominee has executed this Amending Agreement solely for the purpose of acknowledging the release set out in the foregoing Section 2.2(1) of this Amending Agreement.

ARTICLE THREE - CONFIRMATIONS

3.1 Conditions Precedent to Effectiveness of Amending Agreement

The effectiveness of the Agreement is subject to and conditional upon the prior satisfaction of the following conditions precedent:

(1) this Agreement shall have been executed and delivered by all parties thereto;

(2) payment in full of the costs associated with the preparation of this Amending Agreement;

(3) a corporate opinion with respect to the Borrower and an enforceability opinion with respect to this Agreement provided by counsel to the Borrower in favour of the Administrative Agent, and the Lenders, in form and substance satisfactory to the Administrative Agent and its counsel, acting reasonably;

(4) delivery to the Administrative Agent of a Compliance Certificate (demonstrating pro forma compliance with the financial covenants set out in the Credit Agreement);

(5) all applicable conditions precedent in Section 6.02 of the Credit Agreement shall be satisfied in respect of each New Secured Property (including, without limitation, delivery and Lenders' satisfaction with all third party reports and reliance letters, insurance review, MOHLTC / RHRA inspection reports, licenses, Security, opinions, title insurance and property diligence in connection with each New Secured Property);

(6) amendment of existing title insurance policy to amend the Aggregation and Tie-In endorsement to include the policy for each New Secured Property; and

(7) extension and renewal of any existing personal property registration and filings in connection with the Security, as applicable.

3.2 Confirmations

Each Obligor confirms to the Administrative Agent and the Lenders as follows:

  • (a) all of the representations and warranties of each Obligor contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof except representations and warranties which relate to an earlier date, which shall be true and correct in all material respects as of such date;
  • (b) all of the covenants of each Obligor contained in the Credit Agreement and the other Credit Documents together with all of the conditions precedent to a Drawdown and all other terms and conditions contained in the Credit Agreement to be complied with by the Obligors have been complied with in all material respects;
  • (c) no Default or Event of Default has occurred and is continuing; and

(d) the Borrower has not received any inspection reports from the MOHLTC or the RHRA in respect of the New Secured Properties.

3.3 Confirmation of Guarantors

Each of the Guarantors hereby consents to the entering into by the Borrower of this Agreement and confirms that its obligations under the Credit Agreement and the other Loan Documents (including each Guarantee) shall continue in full force and effect for the benefit of the Administrative Agent and the Lenders.

ARTICLE FOUR - MISCELLANEOUS

4.1 Supplemental

This Agreement is supplemental to and amends the Credit Agreement and the Credit Agreement shall henceforth be read in conjunction with, and as amended by, this Agreement, and this Agreement and the Credit Agreement shall henceforth be read, interpreted, construed and have effect so far as it is practicable, and all required re-numbering adjustments to Article references shall be deemed to have been made, as if all of the provisions of this Agreement and the Credit Agreement were contained in one instrument.

4.2 Ratification

Except as amended hereby, the Credit Agreement and all other Credit Documents and all of the terms, conditions and obligations thereof and thereunder are ratified and confirmed.

4.3 Time of the Essence

Time shall be of the essence of this Agreement.

4.4 Successors and Assigns

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns in accordance with the terms of the Credit Agreement, as applicable.

4.5 Severability

If any provision of this Amending Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any of the parties.

4.6 Further Assurances

Each of the Obligors hereby covenants and agrees that it shall at all times and from time to time hereafter and upon every request by the Lender so to do, make, do, execute, deliver or cause to be made, done, executed and delivered, all such further acts, deeds, assurances, opinions and things as may be required for more effectually implementing and carrying out the provisions of this Agreement.

4.7 Headings

The headings of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

4.8 Governing Law

The parties agree that this Agreement shall be conclusively deemed to be a contract made under, and for all purposes be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be effective as of the date first written above.

4.9 Counterparts

This Agreement may be executed in any number of counterparts and delivered by electronic means, each of which, when so executed, shall be deemed to be an original and all of which taken together shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart executed by each party.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective authorized officers as of the date first above written.

BORROWER:

CHARTWELL MASTER CARE CORPORATION, in its capacity as sole trustee of GP M TRUST, in its capacity as sole general partner of CHARTWELL MASTER CARE LP, as Borrower

Per:

Name: VLAD VOLODARSKI Authorized Signing Officer Title:

Per:

Name: JONATHAN BOULAKIA ∕fitle: Authorized Signing Officer

GUARANTORS:

CHARTWELL MASTER CARE CORPORATION, in its capacity as sole trustee of GP M TRUST, as Guarantor

Valo

VLAD VOLODARSKI
Name: I
Muthorized Signing Officer
Title: $\angle$
Per: $\lambda$
SHERTHARRIS
Title: Authorizers Startists Official

CSH TRUST

'n/l Per: Name:

Per:

Per:

VLAD VOLODARSKI Title: Aythorized Signing Officer Name SHERI HARRIS Title: Auctriserco) SIGNING SPACER

CHARTWELL BENCO INC.

Per:

'cı

Name: VLAD VOLODARSKI Titl $\boldsymbol{\beta}$ . Authorized Signing Officer

Per:

Name: SHORI HARRIS Title: proTHERIZED SIGNING OFFICER

CHARTWELL MASTER CARE CORPORATION

Name.

Per:

Name: VLAD VOLODARSKI Authorized Signing Officer Title:

Per:

SHERL HERRIS
AUTHORIZED SIGNAL CANCER

[Signature page to Fourth Amending Agreement]

Title: CHARTWELL RETIREMENT RESIDENCES

Per: Name: VLAD VOLODARSKI Authorized Signing Officer Litle: Per: Name:

SHERI HARRIS
AUTHORIZED SIGNING OFFICER Title:

CSH CHATEAU GARDENS ELMIRA INC.

Per:

Per:

Name: VLAD VOLODARSKI Title: Authorized Signing Officer Name® Title:

CSH CHATEAU GARDENS NIAGARA INC.

Per:

Per:

VLAD VOLODARSKI Name: Authorized Signing Officer Title:

Name: Title:

VAN HORNE MANOR INC.

Per:

Name: C VLAD VOLODARSKI Title uthorized Signing Officer

Per:

Name: Title:

CSH COUNTRY COTTAGE INC.

Per: Name: VLAD VOLODARSKI Title: Authorized Signing Officer Per: Name: Title:

CSH CHATEAU GARDENS LANCASTER INC.

Per: Name: VLAD VOLODARSKI Title, Authorized Signing Officer Per: Name. Title:

KAMLOOPS RENAISSANCE RETIREMENT RESIDENCE LTD.

Per: Name: VLAD VOLODARSKI
Authorized Signing Officer Title: Per: ∠ Name: Title: 1072153 B.C. LTD.

Per:

Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

CSH EAU CLAIRE INC.

1 pul

$Name: \neg$ VLAD VOLODARSKI
Title: Authorized Signing Officer

Per:

Per:

Name: Title:

CSH COLONEL BELCHER INC.

Name: VLAD VOLODARSKI Title:

Authorized Signing Officer

Per:

Per:

Name: Title:

CSH CARRINGTON PLACE INC. Per: Name: VLAD VOLODARSKI Title: Authorized Signing Officer

Per:

Name: Title:

CITY CENTRE RESIDENCE INC. Per:

ク Name-VLAD VOLODARSKI Authorized Signing Officer Title:

Per:

Name: Title:

CSH (ROCKCLIFFE) INC.
Per:
Name:
Title:
VLAD VOLODARSKI
Authorized Signing Officer
Per: Name:
Title:
PARTNERSHIP 9145-4066 QUEBEC INC., in its capacity as
general partner of LE DUPLESSIS LIMITED
Per:
Name:
Title:
VLAD VOLODARSKI
Authorized Signing Officer
Per: Name:
Title:
VAN HORNE MANOR GP LTD., in its
Per: LIMITED PARTNERSHIP
Name:
Title:
capacity as general partner of VAN HORNE
AD
VOLODARSKI
Per: Authorized Signing Officer
Name:
Title:
1187655 ONTARIO LIMITED
Per: Nam
Title:
VLAD VOLODARSKI
Authorized Signing Officer
Per: Name:

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1231436 ONTARIO LIMITED
Per: Name:
VLAD VOLODARSKI
Title:
Authorized Signing Officer
Per: Name:
Title:
1179298 ONTARIO LIMITED
Per: Name:
VLAD VOLODARSKI
Title:
Authorized Signing Officer
Per: Name:
Title:
796525 ONTARIO INCORPORATED
Per: Namé
VLAD VOLODARSKI
Title:
Authorized Signing Officer
Per: Name:
Title:
CSH HERITAGE GLEN INC.
Per: Name:
VLAD VOLODARSKI
Title:
Authorized Signing Officer

$\frac{1}{2}$ Ì

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$\begin{array}{c} \vdots \ \vdots \ \vdots \ \vdots \end{array}$

Ť $\frac{1}{\sqrt{2}}$

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$\sim$ $\sim$

$\sim$ $\sim$

CSH (HOLLANDVIEW) INC. Ł Per: VLAD VOLODARSKI Name: Authorized Signing Officer Title: Per: Name: Title: CSH NES INC. Per: Name: VLAD VOLODARSKI Title: Authorized Signing Officer Per: Name. Title: CSH REGENCY INC Per: Ł Name: VLAD VOLODARSKI Title: Authorized Signing Officer Per: Name: Title: CSH ROYAL OAK LTC INC. Per: U VLAD VOLODARSKI Name: Authorized Signing Officer Title: Per: Name: Title:

PARTNERSHIP, by its general partner CSH

$\epsilon$

$\begin{array}{c} \begin{array}{c} \bullet \ \bullet \ \bullet \end{array} \end{array}$

$\hat{\vec{r}}$

$\frac{1}{2}$ $\frac{1}{3}$

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CSH CHATSWORTH SUITES INC.
Per: Name:
Title:
Vlad volodarski
Authorized Signing Officer
Per: Name:
Title:
CSH (CARE) HOLDINGS LTD.
Per: Name:
Title:
VLAD VOLODARSKI
Per: Name:
Title:
Authorized Signing Officer
0729187 B.C. LTD. CSH (CARLTON GARDENS) LIMITED
PARTNERSHIP, by its general partner
Per: Name:
Title:
)LODARSKI
Authorized Signing Officer
Per: Name:
Title:
0751122 B.C. LTD.
Per: Name
Title:
VLAD VOLODARSKI
Authorized Signing Officer
Per: Name:
Title:

÷ $\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

J, $\bar{t}$

0729187 B.C. LTD.
Per:
Name:
Title:
VLAD VOLODARSKI
Authorized Signing Officer
Per:
Name:
Title:
1145427 ONTARIO LIMITED
Per: Name: AD V(
)LODARSKI
Title: Authorized Signing Officer
Per:
Name:
Title:
CSH AURORA RESTHAVEN INC.
Per: Name:
Title: VLAD VOLODARSKI
Authorized Signing Officer
Per:
Name:
Title:
CSH L'OASIS ST. √EAM IN∕
Per:
Name:
Title:
VLAD VOLODARSKI
Authorized Signing Officer
Per: Name:

Î

CSH SOUTHWIND RETIREMENT RESIDENCE INC.

Per:

VLAD VOLODARSKI Name: Title: Authorized Signing Officer

Per:

Name:

Title:

CSH DOMAINE CASCADE INC.

Per:

U

Name: Title:

VLAD VOLODARSKI Authorized Signing Officer

Per:

Name: Title:

CSH PINEWOOD INC.

'n

Name: Title:

VLAD VOLODARSKI

Authorized Signing Officer

Per:

Per:

Name: Title:

CSH SOUTHWIND RETIREMENT RESIDENCE INC.

Per:

Name: VLAD VOLODARSKI Authorized Signing Officer

Per:

Name: Title:

Title:

Per:
Name:
Title:
VLAD VOLODARSKI
Authorized Signing Officer
Per:
Name:
Title:
KITCHENER RETIREMENT HOME INC.
Per: Name
Title: VLAD VOLODARSKI
Authorized Signing Officer
Per: Name:
Title:
INC.
Per:
Name:
Title:
CHARTWELL QUEBEC (MEL) HOLDINGS
VLAD VOLODARSKI
Authorized Signing Officer
Per:
Name:
Title:
CSH (CARE) HOLDINGS LTD.
Per:
Name:
Title:
VLAD VOLODARSKI
Authorized Signing Officer
Per: Name:

$\frac{4}{3}$

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PARTNER 0729187 B.C. LTD.
Per:
Namă
Title:
VLAD VOLODARSKI
Authorized Signing Officer
Per:
Name:

Title:

j

ADMINISTRATIVE AGENT:

BANK OF MONTREAL, as Administrative Agent

Per: Name.
Title: Jenny Li
Managing Director

206581/482306
MT DOCS 19149742

[Signature page to Fourth Amending Agreement]

LENDERS:

BANK OF MONTREAL, as Lender

206581/482306
MT DOCS 19149742

THE TORONTO-DOMINION BANK

Per:

Per:

Name: Anthony Ottavino

Name: Jamie Green Title: Vice President

206581/482306
MT DOCS 19149742

[Signature page to Fourth Amending Agreement]

CANADIAN IMPERIAL BANK OF COMMERCE

Per:
Name:
Title:
Peter Block
Per: Authorized Signatory
Name:
Title:
ELSA HANNAFORD
Authorized Signatory

THE BANK OF NOVA SCOTIA

Per:

Name: Title:

Andrew Black Director

Per:

nd Com sano

Name: Title:

Gabriella Tulipano Associate

FÉDÉRATION DES CAISSES
DESJARDINS DU QUÉBEC
Per: Name:
Title:
Robert Bourhis
Managing Director, Real Estate
Corporate Banking
Per: Name:
Title:
Hussam El-Tamimi
Vice President, Real Estate
Corporate Banking

$\sim$

$\ddot{\phantom{a}}$

$\bar{z}$

$\bar{\mathbf{r}}$

$\bar{z}$

J.

$\bar{z}$

SCHEDULE 2

Properties

Properties to be included in the Secured Asset Pool.

NAME OF
RESIDENCE
ADDRESS
OF
PROPERTY
REGISTERED
OWNER
BENEFICIAL
OWNER
MORTGAGE
PRIORITY
ALBERTA PROPERTIES (3)
1. Country
Cottage
Retirement
Residence
75 Cranford
Way,
Sherwood
Park
CSH Country
Cottage Inc.
Chartwell Master
Care LP
Second priority
mortgage
2. Eau Claire
Care
Residence
301 7th Street
SW, Calgary
CSH Eau Claire
Inc.
Chartwell Master
Care LP
Second priority
mortgage
3. Colonel Belcher
Retirement
Residence
1945 Veteran's
Way NW,
Calgary
CSH Colonel
Belcher Inc.
(Leasehold
Interest)
Chartwell Master
Care LP
Second priority
mortgage
BRITISH COLUMBIA PROPERTIES (7)
4. Kamloops
Retirement
Residence
628 Tranquille
Road,
Kamloops
Kamloops
Renaissance
Retirement
Residence Ltd.
Chartwell Master
Care LP and
1072153 B.C.
Ltd.
Second priority
mortgage
5. Carrington
Place
Retirement
Residence
4651 and 4751
23rd Street,
Vernon
CSH Carrington
Place Inc.
Chartwell Master
Care LP
Second priority
mortgage
6. Lynnwood
Retirement
Residence
9168 Corbould
Street,
Chilliwack
CSH Lynnwood
Inc.
Chartwell Master
Care LP
Second priority
mortgage
7. Chatsworth
Retirement
Residence
1827 Parkview
Crescent,
Kelowna
CSH Chatsworth
Suites Inc.
Chartwell Master
Care LP
Second priority
mortgage
8. Carlton
Gardens Care
Residence
4108 Norfolk
Street,
Burnaby
CSH (Care)
Holdings Ltd.
CSH (Carlton
Gardens) Limited
Partnership
Second priority
mortgage
9. Langley
Gardens
Retirement
8888-202
Street, Langley
CSH (Langley
Gardens) Inc.
(148 Units)
CSH (Langley
Gardens) Limited
Partnership
Second priority
mortgage
Residence 0751122 B.C.
Ltd.
(3 Units)
CSH (Langley
Gardens) Limited
Partnership
NAME OF
RESIDENCE
ADDRESS
OF
PROPERTY
REGISTERED
OWNER
BENEFICIAL
OWNER
MORTGAGE
PRIORITY
0729187 B.C.
Ltd.
(23 Units)
CSH (Langley
Gardens) Limited
Partnership
10. Crescent
Gardens
1222 King
George
Boulevard,
Surrey, British
Columbia
CSH
(Care)
Holdings Ltd.
(130 Units)
CSH
(Crescent
Gardens) Limited
Partnership
Second priority
mortgage
0729187 B.C.
Ltd.
(35 Units)
CSH
(Crescent
Gardens) Limited
Partnership
ONTARIO PROPERTIES (18)
11. Grenadier
Retirement
Residence
2100 Bloor
Street West,
Toronto
CSH (Grenadier)
Inc.
Chartwell Master
Care LP
Second priority
mortgage
12. Elmira
Retirement
Residence
8 Snyder
Avenue North,
Elmira
CSH Chateau
Gardens Elmira
Inc.
Chartwell Master
Care LP
Second priority
mortgage
13. Niagara Long
Term Care
Residence
120 Wellington
Street, Box
985, Niagara
on-the-Lake
CSH Chateau
Gardens Niagara
Inc.
Chartwell Master
Care LP
First priority
mortgage
14. Van Horne
Retirement
Residence
25 Van Horne
Avenue,
Smiths Falls
Van Horne Manor
Inc.
Van Horne
Limited
Partnership
Second priority
mortgage
15. Lancaster Long
Term Care
Residence
105 Military
Road North,
Hwy 34,
Lancaster
CSH Chateau
Gardens
Lancaster Inc.
Chartwell Master
Care LP
First priority
mortgage
16. Bayview
Retirement
Residence
435 Dundas
Street West,
Belleville
1187655 Ontario
Limited
Chartwell Master
Care LP
Second priority
mortgage
17. Barton
Retirement
Residence
17290 Leslie
Street,
Newmarket
1231436 Ontario
Limited
Chartwell Master
Care LP
Second priority
mortgage
18. Parkway
Retirement
Residence
1645 Pickering
Parkway,
Pickering
1179298 Ontario
Limited
Chartwell Master
Care LP
Second priority
mortgage
19. Aurora Long
Term Care
Residence
32 Mill Street,
Aurora
CSH Aurora
Resthaven Inc.
Chartwell Master
Care LP
Second priority
mortgage
20. Pickering City
Centre
Retirement
1801 Valley
Farm Road,
City Centre
Residence Inc.
Chartwell Master
Care LP
Second priority
mortgage
NAME OF
RESIDENCE
ADDRESS
OF
PROPERTY
REGISTERED
OWNER
BENEFICIAL
OWNER
MORTGAGE
PRIORITY
Residence Pickering
21. Collegiate
Heights
Retirement
Residence
95 Fauquier
Avenue, Sault
Ste. Marie
CSH Collegiate
Heights Inc.
Chartwell Master
Care LP
First priority
mortgage
22. Royal Oak
Long Term
Care
Residence
1750 Division
Road North,
Kingsville
CSH Royal Oak
LTC Inc.
Chartwell Master
Care LP
Second priority
mortgage
23. Hartford
Retirement
Residence
3 Fifth Street
West,
Morrisburg
796525 Ontario
Incorporated
Chartwell Master
Care LP
Second priority
mortgage
24. New Edinburgh
Square
Retirement
Residence
420 MacKay
Street, Ottawa
CSH NES Inc. Chartwell Master
Care LP
Second priority
mortgage
25. Oak Park
Terrace
Retirement
Residence
1750 E.C.
Row, North
Service Road,
Windsor
2032296 Ontario
Inc.
Chartwell Master
Care LP
Second priority
mortgage
26. Regency
Retirement
Residence
29
Mississauga
Road North,
Mississauga
CSH Regency
Inc.
Chartwell Master
Care LP
Second priority
mortgage
27. Heritage Glen
Retirement
Residence
6515 Glen Erin
Drive,
Mississauga
CSH Heritage
Glen Inc.
Chartwell Master
Care LP
Second priority
mortgage
28. Hollandview
Trail
Retirement
Residence
200 John West
Way, Aurora
CSH
(Hollandview) Inc.
Chartwell Master
Care LP
Second priority
mortgage
QUEBEC PROPERTIES (3)
29. Le Duplessis
Retirement
Residence
20 Duplessis
Road, Trois
Rivieres
9145-4066
Quebec Inc., as
general partner
for Le Duplessis
Limited
Partnership
Chartwell Master
Care LP
Second priority
mortgage
30. Oasis Saint
Jean residence
pour retraites
1050 Stefoni
Road, Saint
Jean-sur
Richelieu
CSH L'Oasis St.
Jean Inc.
Chartwell Master
Care LP
Second priority
mortgage
NAME OF
RESIDENCE
ADDRESS
OF
PROPERTY
REGISTERED
OWNER
BENEFICIAL
OWNER
MORTGAGE
PRIORITY
31. Le Monastere
d'Aylmer
161 rue
Principale,
Gatineau,
Quebec
Chartwell
Quebec (Mel)
Holdings Inc.
Chartwell Master
Care LP
Second priority
mortgage

SCHEDULE 3

FIRST MORTGAGE ENCUMBRANCES AND OTHER LISTED ENCUMBRANCES IN RESPECT OF PROPERTIES TO BE INCLUDED IN THE SECURED ASSET POOL AND IN RESPECT OF ADDITIONAL PROPERTIES

ALBERTA:

Title No. 031 433 027: 1945 Veteran's Way NW, Calgary, AB

    1. Registration No. 011 070 415 registered March 15, 2001 is an Easement over Plan 0110748 Lot 4 for the benefit of Plan 0110748 Lot 3 as to Area 'D' on Plan 0110750.
    1. Registration No. 011 070 416 registered March 15, 2001 is an Easement over Plan 0110748 Lot 3 for the benefit of Plan 0110748 Lot 4 as to Area 'E' Plan 0110750.
    1. Registration No. 011 070 417 registered March 15, 2001 is a Restrictive Covenant.
    1. Registration No. 011 080 017 registered March 26, 2001 is an Easement over and for the benefit of Lots 3 and 4 on Plan 0110748 Right of Way 'B' on Plan 0110751.
    1. Registration No. 011 080 018 registered March 26, 2001 is a Utility Right of Way in favour of Telus Communications Inc. Right of Way 'G' on Plan 0110750.
    1. Registration No, 011 080 021 registered March 26, 2001 is a Utility Right of Way in favour of the City of Calgary Right of Way 'A' on Plan 0110751.
    1. Registration No. 011 321 639 registered October 30, 2001 is a Lease in favour of Apex Lifestyle Communities Inc.
    1. Registration No. 011 321 776 registered October 30, 2001 is an Easement over and for the benefit of Lot 4 on Plan 0110748 and Leasehold Interest in Lot 3 on Plan 0110748 (Access R/W "B" on Plan 0110751).
    1. Registration No. 021 170 538 registered May 17, 2002 is an Easement in favour of Alberta Health Services.
    1. Registration No. 111 163 718 registered June 29, 2011 is a Mortgage in favour of Sun Life Assurance Company of Canada in the principal sum of \$23,900,000.
    1. Registration No. 111 163 719 registered June 29, 2011 is an Assignment of Rents and Leases in favour of Sun Life Assurance Company of Canada.

Title No. 051 383 627 +1: 301 7th Street SW, Calgary, AB

    1. Registration No. 121 029 740 registered February 2, 2012 is a Mortgage in the principal sum of \$20,646,007 in favour of Desjardins Financial Security Life Assurance Company.
    1. Registration No. 121 029 741 registered February 2, 2012 is an Assignment of Rents and Leases in favour of Desjardins Financial Security Life Assurance Company.
  • Registration No. 161 067 611 registered March 16, 2016 is a Mortgage in the principal sum of \$500,000,000 in favour of Desjardins Financial Security Life Assurance Company.

Title No. 051 383 627: 815 3rd Avenue SW, Calgary, AB

    1. Registration No. 121 029 740 registered February 2, 2012 is a Mortgage in the principal sum of \$20,646,007 in favour of Desjardins Financial Security Life Assurance Company.
    1. Registration No. 121 029 741 registered February 2, 2012 is an Assignment of Rents and Leases in favour of Desjardins Financial Security Life Assurance Company.
    1. Registration No. 161 067 611 registered March 16, 2016 is a Mortgage in the principal sum of \$500,000,000 in favour of Desjardins Financial Security Life Assurance Company.

Title No. 032 476 256: 75 Cranford Way, Sherwood Park, AB

    1. Registration No. 6962RJ registered October 30, 1969 is a Utility Right of Way in favour of ATCO Gas and Pipelines Ltd.
    1. Registration No. 932 393 515 registered December 16, 1993 is a Utility Right of Way in favour of The County of Strathcona No. 20.
    1. Registration No. 992 093 460 registered April 15, 1999 is a Caveat re: Assignment of Rents and Leases in favour of Peoples Trust Company.
    1. Registration No. 992 093 461 registered April 15, 1999 is a Mortgage in favour of Peoples Trust Company.
    1. Registration No. 002 090 051 registered April 7, 2000 is a Caveat re: Mortgage Amending Agreement in favour of Peoples Trust Company.
    1. Registration No. 042 269 663 registered June 29, 2004 is a Caveat re: Mortgage Assumption and Amending Agreement in favour of Peoples Trust Company.

BRITISH COLUMBIA:

PID 008-252-696: 628 Tranquille Road, Kamloops, BC

    1. Registration No. KW117237 registered August 25, 2004 is a Covenant with the Homeowner Protection Office.
    1. Registration No. KX73901 registered June 9, 2005 is a Statutory Right of Way in favour of British Columbia Hydro and Power Authority.
    1. Registration No. CA1383293 registered December 8, 2009 is a Mortgage in favour of Interior Savings Credit Union; as postponed by a Priority Agreement granting CA3262955 priority under Registration No. CA3262956 registered July 30, 2013.
    1. Registration No. CA1383294 registered December 8, 2009 is an Assignment of Rents in favour of Interior Savings Credit Union; as postponed by a Priority Agreement granting CA3262955 priority under Registration No. CA3262956 registered July 30, 2013.
    1. Registration No. LB404932 registered August 25, 2010 is a Statutory Right of Way in favour of Rogers Communications Inc.
    1. Registration No. CA3262955 registered July 30, 2013 is a Statutory Right of Way in favour of the City of Kamloops.

PID 027-737-420: 4651 23rd Street, Vernon, BC

    1. Registration No. KE31395 registered May 15, 1991 is a Restrictive Covenant.
    1. Registration No. KT75634 registered July 12, 2002 is a Covenant in favour of Homeowner Protection Office.
    1. Registration No. KV63151 registered June 5, 2003 is a Covenant in favour of The Corporation of the City of Vernon.
    1. Registration No. KW91005 registered July 8, 2004 is a Statutory Right-of-Way in favour of Shaw Cablesystems Limited.
    1. Registration No. LB153050 registered January 3, 2008 is an Easement.
    1. Registration No. LB153051 registered January 3, 2008 is an Easement.
    1. Registration No. LB316499 registered June 12, 2009 is an Easement.
    1. Registration No. LB348179 registered October 28, 2009 is a Statutory Right-of-Way in favour of British Columbia Hydro and Power Authority.
    1. Registration No. LB348180 registered October 28, 2009 is a Statutory Right-of-Way in favour of Telus Communications Inc.
    1. Registration No. LB348181 registered October 28, 2009 is a Priority Agreement granting LB348179 priority over KX68803 (transferred to LA10412) and KX66804 (transferred to LA10413).
    1. Registration No. LB348182 registered October 28, 2009 is a Priority Agreement granting LB348180 priority over KX68803 (transferred to LA10412) and KX66804 (transferred to LA10413).
    1. Registration No. LB405246 registered August 26, 2010 is a Mortgage in favour of CIBC Mortgages Inc.
    1. Registration No. LB405247 registered August 26, 2010 is an Assignment of Rents in favour of CIBC Mortgages Inc.
    1. Registration No. CA2537189 registered May 11, 2012 is a Mortgage in favour of CIBC Mortgages Inc.
    1. Registration No. CA2537190 registered May 11, 2012 is an Assignment of Rents in favour of CIBC Mortgages Inc.

PID 017-691-133: 4751 23rd Street, Vernon, BC

    1. Registration No. KE31395 registered May 15, 1991 is a Restrictive Covenant.
    1. Registration No. KT75634 registered July 12, 2002 is a Covenant in favour of Homeowner Protection Office.
    1. Registration No. KV63151 registered June 5, 2003 is a Covenant in favour of The Corporation of the City of Vernon.
    1. Registration No. KW91005 registered July 8, 2004 is a Statutory Right-of-Way in favour of Shaw Cablesystems Limited.
    1. Registration No. LB316500 registered June 12, 2009 is an Easement.
    1. Registration No. LB348179 registered October 28, 2009 is a Statutory Right-of-Way in favour of British Columbia Hydro and Power Authority.
    1. Registration No. LB348180 registered October 28, 2009 is a Statutory Right-of-Way in favour of Telus Communications Inc.
    1. Registration No. LB378488 registered April 9, 2009 is an Easement.
    1. Registration No. LB405246 registered August 26, 2010 is a Mortgage in favour of CIBC Mortgages Inc.
    1. Registration No. LB405247 registered August 26, 2010 is an Assignment of Rents in favour of CIBC Mortgages Inc.
    1. Registration No. CA2537189 registered May 11, 2012 is a Mortgage in favour of CIBC Mortgages Inc.
    1. Registration No. CA2537190 registered May 11, 2012 is an Assignment of Rents in favour of CIBC Mortgages Inc.

PID 023-724-269: 9168 Corbould Street, Chilliwack, BC

    1. Registration No. CA3408421 registered October 17, 2013 is a Mortgage in favour of MCAP Financial Corporation.
    1. Registration No. CA3408422 registered October 17, 2013 is an Assignment of Rents in favour of MCAP Financial Corporation.
    1. Registration No. CA5029503 registered March 7, 2016 is a Mortgage in favour of MCAP Financial Corporation.
    1. Registration No. CA5029504 registered March 7, 2016 is an Assignment of Rents in favour of MCAP Financial Corporation.

PID 026-032-121: 1827 Parkview Crescent, Kelowna, BC

    1. Registration No. 67722E registered January 3, 1957 is a Right of Way in favour of Inland Natural Gas Co. Ltd.
    1. Registration No. X220637 registered November 2, 1987 is a Statutory Right of Way in favour of City of Kelowna.
    1. Registration No. KW146486 registered October 18, 2004 is a Covenant in favour of Homeowner Protection Office.
    1. Registration No. KW166081 registered November 24, 2004 is a Statutory Right of Way in favour of Terasen Gas Inc.
    1. Registration No. LA55557 registered May 1, 2006 is a Statutory Right of Way in favour of Fortisbc Inc.
    1. Registration No. LB312981 registered June 2, 2009 is a Mortgage in favour of First National Financial GP Corporation; as modified by Modification registered June 7, 2011 as Registration No. LB468764.
    1. Registration No. LB312982 registered June 2, 2009 is an Assignment of Rents in favour of First National Financial GP Corporation.
    1. Registration No. CA5028350 registered March 7, 2016 is a Mortgage in favour of First National Financial GP Corporation.
    1. Registration No. CA5028351 registered March 7, 2016 is an Assignment of Rents in favour of First National Financial GP Corporation.
    1. Registration No. CA5712333 registered December 14, 2016 is a Mortgage in favour of Computershare Trust Company of Canada.
    1. Registration No. CA5712334 registered December 14, 2016 is an Assignment of Rents General in favour of Computershare Trust Company of Canada.
    1. Registration No. CA5713675 registered December 14, 2016 is a Priority Agreement granting priority to the Mortgage registered as CA5712333 in favour of Computershare Trust Company of Canada over the Mortgage and Assignment of Rents in favour of First National Financial GP Corporation registered as CA5028350 and CA5028351.
    1. Registration No. CA5713676 registered December 14, 2016 is a Priority Agreement granting priority to the Assignment of Rents registered as CA5712334 in favour of Computershare Trust Company of Canada over the Mortgage and Assignment of Rents in favour of First National Financial GP Corporation registered as CA5028350 and CA5028351.

PID 029-774-306: 4108 Norfolk Street, Burnaby, BC

  1. Registration No. BY88267 registered February 3, 1978 is a Statutory Right of Way in favour of District of Burnaby.

    1. Registration No. BB2002926 registered December 15, 2011 is a Statutory Right of Way in favour of British Columbia Hydro and Power Authority.
    1. Registration No. CA3332543 registered September 5, 2013 is a Mortgage in favour of The Toronto-Dominion Bank, as extended by a Mortgage Extension registered February 18, 2016 by Registration No. CA4994315 and modified by a Modification registered January 26, 2017 as Registration No. CA5788452.
    1. Registration No. CA3332544 registered September 5, 2013 is an Assignment of Rents in favour of The Toronto-Dominion Bank, extended by an Extension registered February 18, 2016 by Registration No. CA4994316 and modified by Modification registered January 26, 2017 as Registration No. CA5788453.
    1. Registration No. BB1522833 registered February 18, 2016 is an Undersurface and other EXC & RES in favour of The Crown in Right of British Columbia.
    1. Registration No. CA4994319 registered February 18, 2016 is a Covenant in favour of City of Burnaby.
    1. Registration No. CA4994320 registered February 18, 2016 is a Priority Agreement granting priority to the Covenant registered as CA4994319 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.
    1. Registration No. CA4994321 registered February 18, 2016 is a Covenant in favour of City of Burnaby.
    1. Registration No. CA4994322 registered February 18, 2016 is a Priority Agreement granting priority to the Covenant registered as CA4994321 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.
    1. Registration No. CA4994323 registered February 18, 2016 is a Covenant in favour of City of Burnaby.
    1. Registration No. CA4994324 registered February 18, 2016 is a Priority Agreement granting priority to the Covenant registered as CA4994323 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.
    1. Registration No. CA4994325 registered February 18, 2016 is a Covenant in favour of City of Burnaby.
    1. Registration No. CA4994326 registered February 18, 2016 is a Priority Agreement granting priority to the Covenant registered as CA4994325 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.
    1. Registration No. CA4994327 registered February 18, 2016 is a Covenant in favour of City of Burnaby.
    1. Registration No. CA4994328 registered February 18, 2016 is a Priority Agreement granting priority to the Covenant registered as CA4994327 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.
    1. Registration No. CA4994329 registered February 18, 2016 is a Covenant in favour of the City of Burnaby.
    1. Registration No. CA4994330 registered February 18, 2016 is a Priority Agreement granting priority to the Covenant registered as CA4994329 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.
    1. Registration No. CA4994331 registered February 18, 2016 is a Covenant in favour of the City of Burnaby.
    1. Registration No. CA4994332 registered February 18, 2016 is a Priority Agreement granting priority to the Covenant registered as CA4994331 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.
    1. Registration No. CA4994334 registered February 18, 2016 is an Easement with respect to Part in Plan EPP56084 as shown in heavy outline hatched appurtenant to Lot 2 Plan EPP53623.
    1. Registration No. CA4994335 registered February 18, 2016 is a Priority Agreement granting priority to the Easement registered as CA4994334 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.
    1. Registration No. CA4994336 registered February 18, 2016 is a Covenant in favour of City of Burnaby.
    1. Registration No. CA4994337 registered February 18, 2016 is a Priority Agreement granting priority to the Covenant registered as CA4994336 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.
    1. Registration No. CA4994338 registered February 18, 2016 is an Easement re: Part in Plan EPP56084 as shown in heavy outline hatched appurtenant to Lot 2 Plan EPP53623.
    1. Registration No. CA4994339 registered February 18, 2016 is a Priority Agreement granting priority to the Easement registered as CA4994338 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.
    1. Registration No. CA4994340 registered February 18, 2016 is a Covenant in favour of City of Burnaby.
  2. Registration No. CA4994341 registered February 18, 2016 is a Priority Agreement granting priority to the Covenant registered as CA4994340 over the Mortgage and Assignment of Rents in favour of The Toronto-Dominion Bank registered as CA3332543, CA3332544, CA4994315 and CA4994316.

Strata Lots 1-9 and 34-172 of Strata Plan LMS4268: 8888-202 Street, Langley, BC

    1. Registration No. BN298 registered January 4, 1999 is a Covenant in favour of Township of Langley.
    1. Registration No. BN299 registered January 4, 1999 is a Covenant in favour of Township of Langley.
    1. Registration No. BN103641 registered April 27, 1999 is a Covenant in favour of The Corporation of the Township of Langley and The Crown in right of British Columbia.
    1. Registration No. BP227652 registered September 22, 2000 is an Easement re: inter alia appurtenant to Lot 2 Plan LMP41914.
    1. Registration No. BP227860 registered September 22, 2000 is a Covenant.
    1. Registration No. BX457766 registered June 24, 2005 is an Equitable Charge in favour of Rieding Projects Ltd.
    1. Registration No. BX457769 registered June 24, 2005 is a Covenant in favour of The Corporation of the Township of Langley.
    1. Registration No. CA2472808 registered April 4, 2012 is a Mortgage in favour of Computershare Trust Company of Canada.
    1. Registration No. CA2472809 registered April 4, 2012 is an Assignment of Rents in favour of Computershare Trust Company of Canada.
    1. Registration No. CA5028352 registered March 7, 2016 is a Mortgage in favour of First National Financial GP Corporation.
    1. Registration No. CA5028353 registered March 7, 2016 is an Assignment of Rents in favour of First National Financial GP Corporation.

Strata Lots 11, 13, 15-17, 27-28, 30-31, 177-181, 183, 185, 188-191, 193-195 and 199-201 of Strata Plan LMS4268: 8888-202 Street, Langley, BC

    1. Registration No. BN298 registered January 4, 1999 is a Covenant in favour of Township of Langley.
    1. Registration No. BN299 registered January 4, 1999 is a Covenant in favour of Township of Langley.
    1. Registration No. BN103641 registered April 27, 1999 is a Covenant in favour of The Corporation of the Township of Langley and The Crown in right of British Columbia.
    1. Registration No. BP227652 registered September 22, 2000 is an Easement re: inter alia

appurtenant to Lot 2 Plan LMP41914.

Strata Lots 1-17, 24-50, 67-70, 72-111, 114-115, 118-158 and 179 of Strata Plan LMS2925: 1222 King George Boulevard, Surrey, BC

    1. Registration No. AC168751 registered July 11, 1989 is a Statutory Right of Way re: inter alia Plan 81228 as to part formerly Parcel B (R32090E) Lot 4 Plan 3025.
    1. Registration No. AC168752 registered July 11, 1989 is a Statutory Right of Way re: inter alia Plan 81228 as to part formerly south 33 feet north east ¼ section 12 township 1.
    1. Registration No. AC168753 registered July 11, 1989 is a Statutory Right of Way re: inter alia Plan 81228 as to part formerly Parcel A (Ref Plan 13791) north east ¼ section 12 township 1.
    1. Registration No. AC168759 registered July 11, 1989 is a Statutory Right of Way re: inter alia Plan 82139.
    1. Registration No. AC168768 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. AC168772 registered July 11, 1989 is an Easement re: inter alia appurtenant to Lots 1, 2 and 3 Plan 82140.
    1. Registration No. AC168773 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. AC168775 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. AC168780 registered July 11, 1989 is an Easement re: inter alia appurtenant to Lots 1, 2 and 3 Plan 82140.
    1. Registration No. AC168781 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. AC168782 registered July 11, 1989 is a Statutory Building Scheme re: inter alia Section 216 L.T.A..
    1. Registration No. AC168786 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. AC168787 registered July 11, 1989 is an Equitable Charge in favour of District of Surrey, Her Majesty the Queen in Right of the Province of British Columbia
    1. Registration No. AC168788 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. BK90145 registered March 28, 1996 is an Easement re: inter alia appurtenant to Lot 3 Plan 82140.
  • Registration No. BK90146 registered March 28, 1996 is a Covenant re: inter alia L.T.A.

Section 215.

    1. Registration No. BK90149 registered March 28, 1996 is a Covenant re: inter alia L.T.A. Section 215.
    1. Registration No. CA898939 registered August 28, 2008 is a Mortgage in favour of Desjardins Financial Security Life Assurance Company.
    1. Registration No. CA898940 registered August 28, 2008 is an Assignment of Rents in favour of Desjardins Financial Security Life Assurance Company.
    1. Registration No. CA5026485 registered March 4, 2016 is a Mortgage in favour of Desjardins Financial Security Life Assurance Company.
    1. Registration No. CA5026486 registered March 4, 2016 is an Assignment of Rents in favour of Desjardins Financial Security Life Assurance Company.

Strata Lots 19, 21, 23, 52-58, 60, 62-65, 114-115, 117, 159, 160, 162, 165-170, 172, 173, 177 and 180-184 of Strata Plan LMS2925: 1222 King George Boulevard, Surrey, BC

    1. Registration No. AC168751 registered July 11, 1989 is a Statutory Right of Way re: inter alia Plan 81228 as to part formerly Parcel B (R32090E) Lot 4 Plan 3025.
    1. Registration No. AC168752 registered July 11, 1989 is a Statutory Right of Way re: inter alia Plan 81228 as to part formerly south 33 feet north east ¼ section 12 township 1.
    1. Registration No. AC168753 registered July 11, 1989 is a Statutory Right of Way re: inter alia Plan 81228 as to part formerly Parcel A (Ref Plan 13791) north east ¼ section 12 township 1.
    1. Registration No. AC168759 registered July 11, 1989 is a Statutory Right of Way re: inter alia Plan 82139.
    1. Registration No. AC168768 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. AC168772 registered July 11, 1989 is an Easement re: inter alia appurtenant to Lots 1, 2 and 3 Plan 82140.
    1. Registration No. AC168773 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. AC168775 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. AC168780 registered July 11, 1989 is an Easement re: inter alia appurtenant to Lots 1, 2 and 3 Plan 82140.
    1. Registration No. AC168781 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. AC168782 registered July 11, 1989 is a Statutory Building Scheme re: inter alia Section 216 L.T.A..
    1. Registration No. AC168786 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. AC168787 registered July 11, 1989 is an Equitable Charge in favour of District of Surrey, Her Majesty the Queen in Right of the Province of British Columbia
    1. Registration No. AC168788 registered July 11, 1989 is a Covenant re: inter alia Section 215 L.T.A..
    1. Registration No. BK90145 registered March 28, 1996 is an Easement re: inter alia appurtenant to Lot 3 Plan 82140.
    1. Registration No. BK90146 registered March 28, 1996 is a Covenant re: inter alia L.T.A. Section 215.
    1. Registration No. BK90149 registered March 28, 1996 is a Covenant re: inter alia L.T.A. Section 215.
    1. Registration No. CA898939 registered August 28, 2008 is a Mortgage in favour of Desjardins Financial Security Life Assurance Company.
    1. Registration No. CA898940 registered August 28, 2008 is an Assignment of Rents in favour of Desjardins Financial Security Life Assurance Company.
    1. And any other registrations made similar to Registration Nos. CA5026485 and CA5026486.

ONTARIO

PIN 22211-0430(LT): 8 Snyder Avenue North, Elmira, ON

    1. Instrument No. 285772 registered October 6, 1964, is an Agreement between Gordon Gingrich, Gordon Lackner, George Edward Read and Beatrice Read.
    1. Instrument No. 1481200 registered December 1, 2000 is a Development Agreement.
    1. Instrument No. 1489700 registered March 14, 2001 is a Transfer Easement in favour of Doris Gingrich and Wilma Gingrich with respect to the construction of a sanitary sewer.
    1. Instrument No. 1496868 registered May 25, 2001 is a Transfer Easement in favour of Waterloo North Hydro Inc.
    1. Instrument No. LT107519 registered March 25, 2003 is a Charge in the principal sum of \$5,186,450 in favour of the Bank of Montreal; as assigned to Peoples Trust Company by a Transfer of Charge registered April 12, 2013 as Instrument No. WR748547; as amended by a Notice of Amending Agreement registered April 12, 2013 as Instrument No. WR748558.
    1. Instrument No. LT107520 registered March 25, 2003 is a General Assignment of Rents in favour of the Bank of Montreal; as assigned to Peoples Trust Company by a Transfer of Charge registered April 12, 2013 as Instrument No. WR748547.
    1. Instrument No. WR367814 registered March 11, 2008 is a Certificate of Requirement with respect to contaminants on the Property.
    1. Instrument No. WR748057 registered April 10, 2013 is a Notice of an Amended and Restated Shared Facilities and Reciprocal Agreement.

PIN 22211-0854(LT): 8 Snyder Avenue North, Elmira, ON

    1. Instrument No. 1481200 registered December 1, 2000, is a Development Agreement.
    1. Instrument No. 1519084 registered November 20, 2001, is a Transfer Easement in favour of Rogers Cable Inc.
    1. Instrument No. LT107519 registered March 25, 2003 is a Charge in the principal sum of \$5,186,450 in favour of the Bank of Montreal; as assigned to Peoples Trust Company by a Transfer of Charge registered April 12, 2013 as Instrument No. WR748547; as amended by a Notice of Amending Agreement registered April 12, 2013 as Instrument No. WR748558.
    1. Instrument No. LT107520 registered March 25, 2003 is a General Assignment of Rents in favour of the Bank of Montreal; as assigned to Peoples Trust Company by a Transfer of Charge registered April 12, 2013 as Instrument No. WR748547.
    1. Instrument No. WR367814 registered March 11, 2008 is a Certificate of Requirement with respect to contaminants on the Property.
    1. Instrument No. WR748057 registered April 10, 2013 is a Notice of an Amended and Restated Shared Facilities and Reciprocal Agreement.

PIN 21370-0472(LT): 2100 Bloor Street West, Toronto, ON

    1. Instrument No. B180821 registered June 10, 1966 is a Notice of Easement Agreement with The Municipality of Metropolitan Toronto.
    1. Instrument No. B267459 registered July 30, 1970 is a Notice of Easement Agreement with The Municipality of Metropolitan Toronto; as released by a Release registered November 3, 1970 as Instrument No. B273236.
    1. Instrument No. A897586 registered January 5, 1981 is a Transfer Easement in favour of The Municipality of Metropolitan Toronto.
    1. Instrument No. C191654 registered March 5, 1985 is a Notice of a Development Agreement.
    1. Instrument No. C191655 registered March 5, 1985 is a Notice of a Collateral Agreement.
    1. Instrument No. C980537 registered December 1, 1995 is a Court Order.
    1. Instrument No. E291980 registered November 16, 1999 is a Transfer Easement in favour of Rogers Cablesystems Limited.
    1. Instrument No. AT711789 registered January 20, 2005 is a Notice of Lease in favour of Running Room Canada Inc.
    1. Instrument No. AT1039711 registered January 19, 2006 is a Notice of Lease in favour of Coinamatic Canada Inc.
    1. Instrument No. AT1685046 registered January 15, 2008 is a Notice of Lease in favour of Rogers Wireless Inc.; as extended by an Application registered July 16, 2013 as Instrument No. AT3351594.
    1. Instrument No. AT2087530 registered June 5, 2009 is a Notice of Lease in favour of Bloor West Village Animal Hospital Inc.
    1. Instrument No. AT2662734 registered April 8, 2011 is a Notice of Lease in favour of Coinamatic Canada Inc.
    1. Instrument No. AT3241753 registered February 21, 2013 is a Notice of Security Interest in favour of Coinamatic Commercial Laundry Inc.
    1. Instrument No. AT3380398 registered August 16, 2013 is a Notice of Encroachment Agreement.
    1. Instrument No. AT3993389 registered August 28, 2015 is a Charge in the principal sum of \$65,000,000 in favour of the Canadian Imperial Bank of Commerce.
    1. Instrument No. AT3993390 registered August 28, 2015 is a General Assignment of Rents in favour of the Canadian Imperial Bank of Commerce.

PIN 67135-0501(LT): 105 Military Road North, Hwy 34, Lancaster, ON

  1. None.

PIN 46406-0086(LT): 120 Wellington Street, Niagara-on-the Lake, ON

    1. Instrument No. RO493091 registered March 4, 1985 is Airport Zoning Regulation.
    1. Instrument No. RO763794 registered January 20, 2000 is a Site Plan Control Agreement.

PIN 05316-0219(LT): 25 Van Horne Avenue, Smiths Falls, ON

    1. Instrument No. RS194985 registered September 10, 1998 is a Notice of Site Plan Control Agreement.
    1. Instrument No. LC6431 registered July 9, 2003 is a Notice of Site Plan Control Agreement.
    1. Instrument No. LC92276 registered October 21, 2009 is a Charge in the principal sum of \$4,734,650 in favour of Peoples Trust Company; as amended by a Notice of a Charge Amending Agreement registered January 13, 2010 as Instrument No. LC94971.
    1. Instrument No. LC92277 registered October 21, 2009 is a Notice of General Assignment of Rents in favour of Peoples Trust Company.

PIN 03617-0163(LT): 17290 Leslie Street, Newmarket, ON

  1. Instrument No. IF330 registered October 18, 1949 is a By-Law No. 1315 designating an

area of subdivision control.

    1. Instrument No. IF376 registered January 22, 1953 is a By-Law No. 1386 amending By-Law No 1315.
    1. Instrument No. A35401A registered November 20, 1959 is a By-Law No. 1641 amending By-Law No 1315.
    1. Instrument No. A37564A registered February 15, 1960 is a By-Law No. 1794 designating an area of subdivision control.
    1. Instrument No. LT1532124 registered September 29, 2000 is a Charge in the principal sum of \$6,800,000 in favour of The Canada Life Assurance Company; as amended by a Notice of Charge Amending Agreement registered December 21, 2005 as Instrument No. YR753435.
    1. Instrument No. LT1532125 registered September 29, 2000 is a Notice of General Assignment of Rents in favour of The Canada Life Assurance Company.
    1. Instrument No. LT1547750 registered November 8, 2000 is a Notice of Site Plan Agreement.
    1. Instrument No. YR24614 registered July 20, 2001 is a Transfer Easement in favour of Rogers Cable Inc.

PIN 03617-0162(LT): 1051 Srigley Street, Newmarket, ON

    1. Instrument No. IF330 registered October 18, 1949 is a By-Law No. 1315 designating an area of subdivision control.
    1. Instrument No. IF376 registered January 22, 1953 is a By-Law No. 1386 amending By-Law No 1315.
    1. Instrument No. A35401A registered November 20, 1959 is a By-Law No. 1641 amending By-Law No 1315.
    1. Instrument No. A37564A registered February 15, 1960 is a By-Law No. 1794 designating an area of subdivision control.
    1. Instrument No. LT1532124 registered September 29, 2000 is a Charge in the principal sum of \$6,800,000 in favour of The Canada Life Assurance Company; as amended by a Notice of Charge Amending Agreement registered December 21, 2005 as Instrument No. YR753435.
    1. Instrument No. LT1532125 registered September 29, 2000 is a Notice of General Assignment of Rents in favour of The Canada Life Assurance Company.
    1. Instrument No. YR24614 registered July 20, 2001 is a Transfer Easement in favour of Rogers Cable Inc.

PIN 40463-0002(LT): 435 Dundas Street West, Belleville, ON

    1. Instrument No. QR100429 registered April 28, 1966 is a By-Law No. 8141 designating an area of subdivision control.
    1. Instrument No. QR111616 registered September 14, 1967 is a By-Law No. 1596 designating an area of subdivision control.
    1. Instrument No. QR549169 registered November 13, 1997 is a Notice of Site Plan Agreement; as amended by a Site Plan Agreement registered May 10, 1999 as Instrument No. QR567869.
    1. Instrument No. QR550097 registered December 10, 1997 is Transfer Easement in favour of The Public Utilities Commission of the City of Belleville.
    1. Instrument No. QR576503 registered December 23, 1999 is Notice of Claim in favour of The Public Utilities Commission of the City of Belleville and The Corporation of the City of Belleville with respect to various easements for electrical services, cables, wires etc.
    1. Instrument No. HT138524 registered April 23, 2013 is a Charge in the principal of \$4,241,800 in favour of Desjardins Financial Security Life Assurance Company.
    1. Instrument No. HT138525 registered April 23, 2013 is a Notice of General Assignment of Rents in favour of Desjardins Financial Security Life Assurance Company.
    1. Instrument No. HT185720 registered March 4, 2016 is a Charge in the principal sum of \$500,000,000 in favour of Desjardins Financial Security Life Assurance Company; as postponed to Bank of Montreal by a Postponement of Interest registered May 29, 2017 as Instrument No. HT208083.

PIN 31545-0083(LT): 95 Fauquier Avenue, Sault St. Marie, ON

  1. None

PIN 26330-0059(LT): 1645 Pickering Parkway, Pickering, ON

    1. Instrument No. LTD2684 registered April 16, 1975 is a Subdivision Agreement.
    1. Instrument No. LT626325 registered December 22, 1992 is a Transfer Easement in favour of The Corporation of the Town of Pickering.
    1. Instrument No. LT730965 registered September 1, 1995 is a Notice of Cost-Sharing and Easement Agreement.
    1. Instrument No. LT734174 registered October 4, 1995 is a Notice of Development Agreement.
    1. Instrument No. LT868411 registered September 8, 1998 is a Notice of Site Plan Agreement.
    1. Instrument No. LT910082 registered July 22, 1999 is a Charge in the principal sum of \$6,790,325 in favour of Canada Life Mortgage Services Ltd.; as amended by a Notice of Agreement Amending Charge registered May 30, 2000 as Instrument No. LT959248; as assigned to First National Financial Corporation by a Transfer of Charge registered October 7, 2004 as Instrument No. DR326692; as further assigned to First National Financial GP Corporation by a Transfer of Charge registered November 21, 2007 as Instrument No.

DR666683; as further amended by a Notice of Mortgage Amending Agreement registered December 4, 2007 as Instrument No. DR671214; as further assigned to The Manufacturers Life Insurance Company by a Transfer of Charge registered September 14, 2010 as Instrument No. DR934653.

    1. Instrument No. LT910083 registered July 22, 1999 is a Notice of General Assignment of Rents in favour of Canada Life Mortgage Services Ltd.; as assigned to First National Financial Corporation by a Notice of General Assignment of Rents registered October 7, 2004 as Instrument No. DR326695; as further assigned to First National Financial GP Corporation by a Notice registered November 11, 2007 as Instrument No. DR666684; as further assigned to The Manufacturers Life Insurance Company by a Notice of General Assignment of Rents registered September 14, 210 as Instrument No. DR934654.
    1. Instrument No. LT961141 registered June 7, 2000 is a Transfer Easement in favour of Shaw Cablesystem Company.
    1. Instrument No. LT1003022 registered December 15, 2000 is a Notice of Encroachment Agreement.
    1. Instrument No. DR429011 registered September 19, 2000 is a Notice of Airport Zoning Regulations.

PIN 03652-0005(LT): 32 Mills Street, Aurora, ON

    1. Instrument No. B49437B registered June 5, 1968 is a By-Law No. 1694-66 amending By-Law No. 1521 designating an area of subdivision control.
    1. Instrument No. YR258640 registered January 22, 2003 is a Notice of Site Plan Agreement.
    1. Instrument No. YR2048663 registered October 18, 2013 is a Charge in the principal sum of \$9,136,307 in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2048664 registered October 18, 2013 is a Notice of General Assignment of Rents in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2440593 registered March 7, 2013 is a Charge in the principal sum of \$500,000,000 in favour of MCAP Financial Corporation.

PIN 03652-0006(LT): 32 Mills Street, Aurora, ON

    1. Instrument No. B49437B registered June 5, 1968 is a By-Law No. 1694-66 amending By-Law No. 1521 designating an area of subdivision control.
    1. Instrument No. YR258640 registered January 22, 2003 is a Notice of Site Plan Agreement.
    1. Instrument No. YR2048663 registered October 18, 2013 is a Charge in the principal sum of \$9,136,307 in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2048664 registered October 18, 2013 is a Notice of General Assignment of Rents in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2440593 registered March 7, 2013 is a Charge in the principal sum of \$500,000,000 in favour of MCAP Financial Corporation.

PIN 03652-0007(LT): 32 Mills Street, Aurora, ON

    1. Instrument No. B49437B registered June 5, 1968 is a By-Law No. 1694-66 amending By-Law No. 1521 designating an area of subdivision control.
    1. Instrument No. YR258640 registered January 22, 2003 is a Notice of Site Plan Agreement.
    1. Instrument No. YR2048663 registered October 18, 2013 is a Charge in the principal sum of \$9,136,307 in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2048664 registered October 18, 2013 is a Notice of General Assignment of Rents in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2440593 registered March 7, 2013 is a Charge in the principal sum of \$500,000,000 in favour of MCAP Financial Corporation.

PIN 03652-0008(LT): 32 Mills Street, Aurora, ON

    1. Instrument No. B49437B registered June 5, 1968 is a By-Law No. 1694-66 amending By-Law No. 1521 designating an area of subdivision control.
    1. Instrument No. YR258640 registered January 22, 2003 is a Notice of Site Plan Agreement.
    1. Instrument No. YR2048663 registered October 18, 2013 is a Charge in the principal sum of \$9,136,307 in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2048664 registered October 18, 2013 is a Notice of General Assignment of Rents in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2440593 registered March 7, 2013 is a Charge in the principal sum of \$500,000,000 in favour of MCAP Financial Corporation.

PIN 03652-0021(LT): 32 Mills Street, Aurora, ON

    1. Instrument No. B49437B registered June 5, 1968 is a By-Law No. 1694-66 amending By-Law No. 1521 designating an area of subdivision control.
    1. Instrument No. YR258640 registered January 22, 2003 is a Notice of Site Plan Agreement.
    1. Instrument No. YR2048663 registered October 18, 2013 is a Charge in the principal sum of \$9,136,307 in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2048664 registered October 18, 2013 is a Notice of General Assignment of Rents in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2440593 registered March 7, 2013 is a Charge in the principal sum of \$500,000,000 in favour of MCAP Financial Corporation.

PIN 03652-0022(LT): 32 Mills Street, Aurora, ON

  1. Instrument No. B49437B registered June 5, 1968 is a By-Law No. 1694-66 amending By-

Law No. 1521 designating an area of subdivision control.

    1. Instrument No. YR258640 registered January 22, 2003 is a Notice of Site Plan Agreement.
    1. Instrument No. YR2048663 registered October 18, 2013 is a Charge in the principal sum of \$9,136,307 in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2048664 registered October 18, 2013 is a Notice of General Assignment of Rents in favour of Computershare Trust Company of Canada.
    1. Instrument No. YR2440593 registered March 7, 2013 is a Charge in the principal sum of \$500,000,000 in favour of MCAP Financial Corporation.

PIN 26334-0577(LT): 1801 Valley Farm Road, Pickering, ON

    1. Instrument No. DR181040 registered June 18, 2003 is a Notice if Subdivision Agreement; as amended by a Notice of Amending Agreement registered May 4, 2006 as Instrument No. DR4967046.
    1. Instrument No. DR181649 registered June 20, 2003 is a Notice if Subdivision Agreement.
    1. Instrument No. DR240139 registered December 23, 2003 is a Condominium Declaration.
    1. Instrument No. DR429028 registered September 19, 2005 is a Notice of Airport Zoning Regulations.
    1. Instrument No. DR497327 registered October 10, 2007 is a Notice if Site Plan Agreement; as amended by a Notice of Amending Site Plan Agreement registered October 10, 2007 as Instrument No. DR653196.
    1. Instrument No. DR991807 registered May 18, 2011 is a Charge in the principal of \$15,929,825 in favour of Sun Life Assurance Company of Canada.
    1. Instrument No. DR991808 registered May 18, 2011 is a Notice of General Assignment of Rents in favour of Sun Life Assurance Company of Canada.
    1. Instrument No. DR1453967 registered March 4, 2016 is a Charge in the principal of \$500,000,000 in favour of Sun Life Assurance Company of Canada; as postponed to Bank of Montreal by a Postponement of Interest registered May 29, 2017 as Instrument No. DR1598418.

PIN 26334-0699(LT): 1801 Valley Farm Road, Pickering, ON

    1. Instrument No. DR181040 registered June 18, 2003 is a Notice if Subdivision Agreement; as amended by a Notice of Amending Agreement registered May 4, 2006 as Instrument No. DR4967046.
    1. Instrument No. DR240139 registered December 23, 2003 is a Condominium Declaration.
    1. Instrument No. DR429032 registered September 19, 2005 is a Notice of Airport Zoning Regulations.
    1. Instrument No. DR497327 registered October 10, 2007 is a Notice if Site Plan Agreement; as amended by a Notice of Amending Site Plan Agreement registered October 10, 2007 as Instrument No. DR653196.
    1. Instrument No. DR991807 registered May 18, 2011 is a Charge in the principal of \$15,929,825 in favour of Sun Life Assurance Company of Canada.
    1. Instrument No. DR991808 registered May 18, 2011 is a Notice of General Assignment of Rents in favour of Sun Life Assurance Company of Canada.
    1. Instrument No. DR1453967 registered March 4, 2016 is a Charge in the principal of \$500,000,000 in favour of Sun Life Assurance Company of Canada; as postponed to Bank of Montreal by a Postponement of Interest registered May 29, 2017 as Instrument No. DR1598418.

PIN 75175-0631(LT): 1750 Division Road, North, Kingsville, ON

    1. Instrument No. LT387783 registered on January 3, 2003 is a Notice of Site Plan Agreement with The Corporation of the Town of Kingsville.
    1. Instrument No. CE139725 registered on April 11, 2005 is a Charge in the principal sum of \$12,520,675 in favour of CIBC Mortgages Inc.
    1. Instrument No. CE139727 registered on April 11, 2005 is a Notice of General Assignment of Rents in favour of CIBC Mortgages Inc.

PIN 66131-0135(LT): 3 Fifth Street West, Morrisburg, ON

    1. Instrument No. DR51296Z registered July 31, 1985 is a Restrictive Covenant.
    1. Instrument No. DR81257 registered June 8, 1994 is a Charge in the principal sum of \$2,237,700 in favour of Canada Life Mortgage Services Ltd.; as amended by an agreement amending charge registered April 18, 1995 as Instrument No. DR83622; as assigned to The Maritime Life Assurance Company by a Transfer/Assignment of Mortgage registered September 13, 1999 as Instrument No. DR96214; as further amended by a Mortgage Amending Agreement registered September 13, 1999 as Instrument No. DR96216; as further amended by a Mortgage Amending Agreement registered December 4, 2003 as Instrument No. DR109371; as further assigned to The Manufacturers Life Insurance Company of Canada by a Transfer of Charge registered June 22, 2005 as Instrument No. DR114744; as further assigned to First National Financial GP Corporation by a Transfer of Charge registered July 2, 2009 as Instrument No. DU693; as further amended by a Notice of Charge Amending Agreement registered July 2, 2009 as Instrument No. DU695; as further assigned to Computershare Trust Company of Canada by a Transfer of Charge registered November 6, 2013 is Instrument No. DU14782.
    1. Instrument No. DR81258 registered June 8, 1994 is a General Assignments of Rents in favour of Canada Life Mortgage Services Ltd.; as assigned to The Maritime Life Assurance Company by an Assignment of Assignment of Rents registered September 13, 1999 as Instrument No. DR96215; as further assigned to The Manufacturers Life Insurance Company by an Assignment of General Assignment of Rents registered June 22, 2005 as Instrument No. DR114745; as further assigned to First National Financial GP Corporation by a Notice of General Assignment of Rents registered July 2, 2009 as Instrument No. DR694;

as further assigned to Computershare Trust Company of Canada by a Notice of General Assignments of Rents registered November 6, 2013 is Instrument No. DU14783.

    1. Instrument No. DR127419 registered January 16, 2009 is a Charge in the principal sum of \$5,296,431 in favour of First National Financial GP Corporation; as assigned to Computershare Trust Company of Canada by a Transfer of Charge registered December 6, 2011 as Instrument No. DU8918; as amended by a Notice of Charge Amending Agreement registered December 6, 2011 as Instrument No. DU8920.
    1. Instrument No. DR127420 registered January 16, 2009 is a Notice of Assignment of Rents in favour of First National Financial GP Corporation; as assigned to Computershare Trust Company of Canada by a Notice of General Assignment of Rents registered December 6, 2011 as Instrument No. DU8919.
    1. Instrument No. DU21200 registered March 7, 2016 is a Charge in the principal sum of \$500,000,000 in favour of Computershare Trust Company of Canada.

PIN 04221-0324(LT): 420 MacKay Street, Ottawa, ON

    1. Instrument No. CR532224Z registered October 2, 1967 is a Restrictive Covenant.
    1. Instrument No. LT755864 registered January 30, 1992 is a Notice of Site Plan Agreement with The Regional Municipality of Ottawa-Carleton.
    1. Instrument No. LT780070 registered July 9, 1992 is a Notice of Site Plan Control Agreement with The Corporation of the City of Ottawa; as amended by a Notice of Site Plan Control Amending Agreement registered February 1, 1995 as Instrument No. LT924801; as further amended by a Notice of Amending Site Plan Control Agreement registered September 9, 1997 as Instrument No. LT1072869.
    1. Instrument No. LT780071 registered July 9, 1992 is a Notice of Demolition Control Agreement with The Corporation of the City of Ottawa.
    1. Instrument No. LT1073293 registered September 11, 1997 is a Notice of Maintenance & Liability Agreement with The Regional Municipality of Ottawa-Carleton and the Corporation of the City of Ottawa.
    1. Instrument No. LT1219294 registered August 11, 1999 is a Notice of Lease in favour of Clearnet PCS Inc.
    1. Instrument No. OC1529338 registered October 17, 2013 is a Charge in the principal sum of \$10,278,250 in favour of MCAP Financial Corporation.
    1. Instrument No. OC1529339 registered October 17, 2013 is a Notice of General Assignment of Rent in favour of MCAP Financial Corporation.
    1. Instrument No. OC1620493 registered September 18, 2014 is a Notice of Interest in the principal sum of \$178,553 in favour of Marybelle Mitchell
    1. Instrument No. OC1769904 registered March 7, 2016 is a Charge in the principal sum of \$500,000,000 in n favour of MCAP Financial Corporation.
  • Instrument No. OC1864159 registered January 30, 2017 is a Notice of Lease in favour of TM Mobile Inc.

PIN 04221-0337(LT): 420 MacKay Street, Ottawa, ON

    1. Instrument No. OC1529338 registered October 17, 2013 is a Charge in the principal sum of \$10,278,250 in favour of MCAP Financial Corporation.
    1. Instrument No. OC1529339 registered October 17, 2013 is a Notice of General Assignment of Rent in favour of MCAP Financial Corporation.
    1. Instrument No. OC1620493 registered September 18, 2014 is a Notice of Interest in the principal sum of \$178,553 in favour of Marybelle Mitchell
    1. Instrument No. OC1769904 registered March 7, 2016 is a Charge in the principal sum of \$500,000,000 in n favour of MCAP Financial Corporation.

PIN 13462-0166(LT): 29 Mississauga Road North, Mississauga, ON

    1. Instrument No. PR2319045 registered January 10, 2013 is a Charge in the principal sum of \$8,272,150 in favour of Desjardins Financial Security Life Assurance Company.
    1. Instrument No. PR2319051 registered January 10, 2013 is a Notice of General Assignment of Rents in favour of Desjardins Financial Security Life Assurance Company.
    1. Instrument No. PR2878128 registered March 4, 2016 is a Charge in the principal sum of \$500, 000, 000 in favour of Desjardins Financial Security Life Assurance Company.

PIN 13462-0168(LT): 29 Mississauga Road North, Mississauga, ON

    1. Instrument No. LT1919004 registered March 5, 1999 is a By-Law (No. 38-99) to designate the property as being of architectural value, as repealed by By-Law (No. 0389-1999) registered October 20, 1999 as Instrument No. LT2003302.
    1. Instrument No. PR415225 registered April 3, 2003 is a Transfer Easement in favour of Rogers Cable Inc.
    1. Instrument No. PR2319045 registered January 10, 2013 is a Charge in the principal sum of \$8,272,150 in favour of Desjardins Financial Security Life Assurance Company.
    1. Instrument No. PR2319051 registered January 10, 2013 is a Notice of General Assignment of Rents in favour of Desjardins Financial Security Life Assurance Company.
    1. Instrument No. PR2878128 registered March 4, 2016 is a Charge in the principal sum of \$500, 000, 000 in favour of Desjardins Financial Security Life Assurance Company.

PIN 13226-0003(LT): 6515 Glen Erin Drive, Mississauga, ON

  1. Instrument No. LT73106 registered April 9, 1976 is a Notice of Lot Drainage and Occupancy Agreement with The Corporation of the City of Mississauga.

    1. Instrument No. LT77350 registered May 25, 1976 is a Notice of Sight Triangle Agreement with The Corporation of the City of Mississauga.
    1. Instrument No. LT191434 registered October 4, 1978 is a Notice of Row Type Multiple Dwelling Agreement with Mississauga Hydro-Electric Commission.
    1. Instrument No. LT192110 registered October 12, 1978 is a Notice of Licence Agreement with Mississauga Hydro-Electric Commission and Bell Canada.
    1. Instrument No. LT257619 registered February 21, 1979 is a Notice of Decision of the Committee of Adjustment with respect to the required parking spaces.
    1. Instrument No. LT248490 registered December 13, 1979 is a Notice of Decision of the Committee of Adjustment with respect to the number of apartments.
    1. Instrument No. LT2038132 registered January 24, 2000 is a Transfer Easement in favour of Rogers Cablesystems Limited.
    1. Instrument No. LT2057426 registered March 27, 2000 is a Notice of Pearson Airport Zoning Regulation.
    1. Instrument No. PR224447 registered April 2, 2002 is a Charge in the principal sum of \$25,600,100 in favour of The Equitable Trust Company; as amended by a Notice of Agreement Amending Charge registered February 5, 2007 as Instrument No. PR1208251; as assigned to Computershare Trust Company of Canada by a Transfer of Charge registered May 3, 2012 as Instrument No. PR2188793.
    1. Instrument No. PR224470 registered April 2, 2002 is a Notice of General Assignment of Rents in favour of The Equitable Trust Company; as assigned to Computershare Trust Company of Canada by a Notice of General Assignment of Rents registered May 3, 2012 as Instrument No. PR2188797.
    1. Instrument No. PR2626035 registered November 3, 2014 is a Charge in the principal sum of \$7,014,301 in favour of First National Financial GP Corporation.
    1. Instrument No. PR2626036 registered November 3, 2014 is a Notice of General Assignment of Rents in favour of First National Financial GP Corporation.
    1. Instrument No. PR288650 registered March 7, 2016 is a Charge in the principal sum of \$500,000,000 in favour of First National Financial GP Corporation.

PIN 03641-3140(LT): 200 John West Way, Aurora, ON

    1. Instrument No. YR1060117 registered September 26, 2007 is a Notice of Site Plan Agreement with The Corporation of the town of Aurora.
    1. Instrument No. YR1340561 registered July 8, 2009 is a Transfer Easement in favour of Rogers Cable Communications Inc.
    1. Instrument No. YR1698569 registered August 19, 2011 is a Charge in the principal sum of \$25,000,000 in favour CIBC Mortgages Inc.; as amended by a Notice of Agreement to Amend Charge registered November 9, 2015 as Instrument No. PR2386948.
    1. Instrument No. YR1698570 registered August 19, 2011 is a Notice of General Assignment of Rent in favour of CIBC Mortgages Inc.
    1. Instrument No. YR2427190 registered February 5, 2016 is a Charge in the principal sum of \$15,000,000 in favour of Canadian Imperial Bank of Commerce.
    1. Instrument No. YR2427191 registered February 5, 2016 is a Notice of General Assignment of Rent in favour of Canadian Imperial Bank of Commerce.

QUEBEC:

Lots 3 012 370, 3 012 377 and 5 462 997 of the Cadastre of Quebec, Registration Division of Champlain: 20 Duplessis Street, Trois Rivières, QC

    1. Deed of Hypothec registered at the Land Registry Office for the Registration Division of Champlain under number 11 940 494 in the principal amount of \$13,411,050 in favour of Desjardins Financial Security Life Assurance Company; as amended by a deed of extension of term and re-hypothecation registered at the said Registry Office under number 20 826 468.
    1. Deed of Hypothec registered at the said Registry Office under number 22 160 611 in the principal amount of \$500,000,000 in favour of Desjardins Financial Security Life Assurance Company and cession of rank registered at the said Registry Office under number 23 605 812.
    1. Servitudes for public utilities registered at the said Registry Office under numbers 38 808, 53 105, 63 529, 85 349 and 70 889.
    1. Servitude of passage registered at the said Registry Office under number 20 526 797.
    1. Deed of hypothec registered at the said Registry Office under number 23 099 388 in the principal amount of \$200,000,000 in favour of the Bank of Montréal.
    1. Deed of hypothec registered at the said Registry Office under number 23 510 729 in the principal amount of \$375,000,000 in favour of the Bank of Montréal.
    1. Servitude registered at the said Registry Office under number 24 453 321.

Lot 3 422 443 of the Cadastre of Québec, Registration Division of Saint-Jean : 1050 Stefoni Street, Saint-Jean-sur-Richelieu, QC

    1. Deed of Hypothec registered at the Land Registry Office for the Registration Division of St-Jean under number 266 831 in the principal amount of \$10,528,230 in favour of La Mutuelle du Canada, compagnie d'assurance sur la vie; as assigned by deeds of assignment registered at the said Registry Office under numbers 312 359 and 20 733 298 in favour of Computershare Trust Company of Canada.
    1. Deed of Hypothec registered at the said Registry Office under number 10 535 688 in the principal amount of \$3,150,000 in favour of Banque de Montréal; as assigned by deed of assignment registered at the said Registry Office under number 20 733 298 in favour of Computershare Trust Company of Canada.
    1. Deed of Hypothec registered at the said Registry Office under number 11 030 552 in the principal amount of \$3,493,000 in favour of Banque de Montréal; as assigned by deed of assignment registered at the said Registry Office under number 20 733 298 in favour of Computershare Trust Company of Canada.
    1. Deed of Hypothec registered at the said Registry Office under number 11 030 554 in the principal amount of \$3,493,000 in favour of Banque de Montréal; as assigned by deed of assignment registered at the said Registry Office under number 20 733 298 in favour of Computershare Trust Company of Canada.
    1. Deed of Hypothec registered at the said Registry Office under number 13 644 572 in the principal amount of \$8,964,800 in favour of Banque de Montréal; as assigned by deed of assignment registered at the said Registry Office under number 20 733 298 in favour of Computershare Trust Company of Canada.
    1. Deed of Hypothec registered at the said Registry Office under number 13 652 194 in the principal amount of \$2,736,950 in favour of Banque de Montréal; as assigned by deed of assignment registered at the said Registry Office under number 20 733 298 in favour of Computershare Trust Company of Canada.
    1. Deed of Acknowledgment of Indebtedness, amendments and hypothecs registered at the said Registry Office under number 20 725 029 in the principal amount of \$9,918,975.38 in favour of Computershare Trust Company of Canada.
    1. Deed of Acknowledgment of Indebtedness, amendments and hypothecs registered at the said Registry Office under number 20 727 197 in the principal amount of \$7,877,439.68 in favour of Computershare Trust Company of Canada.
    1. Deed of Hypothec registered at the said Registry Office under number 22 160 718 in the principal amount of \$500,000,000 in favour of Computershare Trust Company of Canada.
    1. Deed of Hypothec registered at the said Registry Office under number 23 510 720 in the principal amount of \$375,000,000 in favour of Bank of Montréal.

Servitude for public utilities registered under number 247 263.

Lot 5 491 517 of the Cadastre of Quebec, Registration Division of Gatineau: 161 rue Principale, Gatineau, Quebec

  1. Deed of Hypothecary Loan registered at the Land Registry Office for the Registration Division of Gatineau under number 378 858 providing for 2 loans in the original respective principal amounts of \$6,615,450 and \$5,586,550 between Laurentian Bank of Canada and Le Monastère D'Aylmer on September 30, 1999, as assumed pursuant to the deeds registered at the said Registry Office under numbers 11 439 558 and 11 460 614 and by Agreement to Assume Hypothecary Loan and Limitation entered into under private signature in July 2004, as further assumed pursuant to the deed registered at the said Registry Office under number 15 713 073, First National Financial GP Corporation having been subrogated in the rights of Laurentian Bank of Canada thereunder pursuant to the deed registered at the said Registry Office under number 15 285 545 and Desjardins Financial Security Life Assurance Company having been further subrogated in the rights of First National Financial GP Corporation thereunder pursuant to the contract of loan and hypothecary subrogation

registered at the said Registry Office under number 20 445 362.

    1. Deed of hypothecary security registered at the said Registry Office under number 12 434 317 and at the Register of Personal and Movable Real Rights ("RPMRR") under number 05-0361113-0001 providing for a hypothec in favour of Laurentian Bank of Canada, as assumed pursuant to the deed registered at the said Registry Office under number 15 713 073, First National Financial GP Corporation having been subrogated in the rights of Laurentian Bank of Canada thereunder pursuant to the deed registered at the said Registry Office under number 15 285 559 and Desjardins Financial Security Life Assurance Company having been further subrogated in the rights of First National Financial GP Corporation thereunder pursuant to the contract of loan and hypothecary subrogation registered at the said Registry Office under number 20 445 362.
    1. Contract of Loan and Hypothecary Subrogation registered at the said Registry Office under number 20 445 362 providing for a loan in the principal amount of \$18,499,148.12 between Desjardins Financial Security Life Assurance Company and Chartwell Québec (MEL) Holdings Inc. on December 3, 2013.
    1. Deed of Hypothec registered at the said Registry Office under number 22 160 564 providing for a hypothec in the principal amount of \$500,000,000 with interest at the rate of 25% per annum affecting, inter alia, the property above-described.
    1. Public utility servitude in favour of Hydro-Québec registered at said Registry Office under number 211 689.
    1. Servitude in favour of the Ville d'Aylmer registered at the said Registry office under number 403 487.
    1. Right of passage pursuant to the deed registered at the said Registry Office under number 15 341 261.
    1. Notices of lease registered at the said Registry Office under numbers 387 772, 22 160 394 and 22 220 595.

SCHEDULE 14

[NTD: Organizational Chart to be provided by Borrower]