Government Notices Respecting Corporations

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Notice of Default in Complying with the Corporations Tax Act

The Director has been notified by the Minister of Finance that the following corporations are in default in complying with the Corporations Tax Act.

Notice Is Hereby Given under subsection 241(1) of the Business Corporations Act, that unless the corporations listed hereunder comply with the requirements of the Corporations Tax Act within 90 days of this notice, orders will be made dissolving the defaulting corporations. All enquiries concerning this notice are to be directed to Ministry of Finance, Corporations Tax, 33 King Street West, Oshawa, Ontario L1H 8H6.

Date	Name of Corporation	Ontario Corporation Number
2011-10-22	Aaa Car Rental Inc.	001459817
2011-10-22	Able Pavers & Contracting Inc.	001263690
2011-10-22	Acropolis Transport Inc.	002106796
2011-10-22	Add The Logo Inc.	002099737
2011-10-22	Advanced Laser & Skin Clinic Inc.	002015253
2011-10-22	Akh Enterprises Ltd.	002053944
2011-10-22	Amthor Technologies Inc.	000505441
2011-10-22	Anchor Consultants Inc.	000540189
2011-10-22	Bering Contracting (1985) Ltd.	000641044
2011-10-22	Best Trade Corp.	001651785
2011-10-22	Buona Panini Inc.	002022326
2011-10-22	Caribbean Exploration Services Limited	000829061
2011-10-22	Carnival Of Flowers Inc.	000946445
2011-10-22	Carol’s Grooming Services Inc.	001590492
2011-10-22	Cfo International Services Inc.	001455545
2011-10-22	Chatham Rubber Manufacturing Corporation	001494567
2011-10-22	Chicago Nick’s Pizza Inc.	002021117
2011-10-22	Chkc Enterprises Inc.	000940409
2011-10-22	Compucare Systems Ltd.	000965017
2011-10-22	Computer Experiences Inc.	002026074
2011-10-22	Copy Copy Express Limited	001474634
2011-10-22	Coulter’s Mill Paint & Decorating Ltd.	001102045
2011-10-22	Craig Whiteman Enterprises Inc.	001498771
2011-10-22	Dc Roofing Ltd.	001666016
2011-10-22	Deldrive Services Inc.	001522262
2011-10-22	Demoes Designs & Business Interiors Ltd.	001688884
2011-10-22	Dml Systems Inc.	001489109
2011-10-22	Dou North Investments Inc.	001469576
2011-10-22	Egl Inc.	001419029
2011-10-22	F & G Pizzeria/Restaurant Inc.	000986020
2011-10-22	Germarc Investments Limited	000651396
2011-10-22	Globex Tire And More Inc.	001624403
2011-10-22	Grandma Lee’s Marketing Services Inc.	000726180
2011-10-22	Jack & Jill Farms Ltd.	000503385
2011-10-22	Jaydees Concepts Inc.	001196691
2011-10-22	John Udrovskis-Coppersmith & Co. Ltd.	000788697
2011-10-22	K.C. Construction Inc.	000808246
2011-10-22	Karmac Limited	001021987
2011-10-22	Kema Coatings Limited	001350368
2011-10-22	Klarecroft Consulting Inc.	001042529
2011-10-22	Laptop Centre Inc.	001323081
2011-10-22	Ldi Sales Inc.	001511790
2011-10-22	Lrd Of Canada Ltd.	001053900
2011-10-22	Lumarex Inc.	000969104
2011-10-22	Lynne Kozina & Associates Inc.	001135909
2011-10-22	Mid-Canada Construction Corp.	001188147
2011-10-22	Milliken Medical Centre Inc.	002073824
2011-10-22	Mitias Incorporated	001137075
2011-10-22	Money Instantly Services Ltd.	001453174
2011-10-22	Move Canada Moving & Storage Ltd.	001525927
2011-10-22	Noor Trucking Inc.	002016831
2011-10-22	Pearl Finish Painting Ltd.	001632173
2011-10-22	R&L Granite And Marble Inc.	001628977
2011-10-22	Ramp Manufacturers Of Canada Inc.	001581655
2011-10-22	Rapid Prototypes Inc.	001178676
2011-10-22	Real Estate Inspection Services Ltd.	000852158
2011-10-22	Sabawi Software Consulting Inc.	001058272
2011-10-22	Sam Fry Enterprises Limited	000263296
2011-10-22	Snappin’ Gator Inc.	001169446
2011-10-22	Stephos Management Services Limited	000752385
2011-10-22	Strategic Highway Placements Inc.	001158479
2011-10-22	Superior Trustco Inc.	002056522
2011-10-22	Tcbh Inc.	002063955
2011-10-22	Tecsum International Project Consultant Ltd.	002080029
2011-10-22	The Nelson Group Ltd.	001007821
2011-10-22	The Northwest Metals Company Inc.	001561507
2011-10-22	Threeke Transport Inc.	001365145
2011-10-22	Tkn Holdings & Licensing Inc.	001262430
2011-10-22	Tribury Construction Ltd.	000764612
2011-10-22	Valulink Capital Inc.	002109926
2011-10-22	Vector Limited	001247044
2011-10-22	Victorian Office Professionals Ltd.	001094945
2011-10-22	Waves Design Group Inc.	001156245
2011-10-22	Welding Technologies Inc.	001103295
2011-10-22	Wildlife Art International Inc.	001175761
2011-10-22	Worth International Ltd.	001138605
2011-10-22	Wych Inc.	001510763
2011-10-22	Z.J. Interiors Ltd.	001480681
2011-10-22	Zip Realty Services Inc.	002044181
2011-10-22	1022141 Ontario Limited	001022141
2011-10-22	1087449 Ontario Limited	001087449
2011-10-22	1111651 Ontario Limited	001111651
2011-10-22	1164526 Ontario Inc.	001164526
2011-10-22	1166544 Ontario Ltd.	001166544
2011-10-22	1213677 Ontario Ltd.	001213677
2011-10-22	1228618 Ontario Inc.	001228618
2011-10-22	1257127 Ontario Inc.	001257127
2011-10-22	1278640 Ontario Inc.	001278640
2011-10-22	1338285 Ontario Inc.	001338285
2011-10-22	1430286 Ontario Inc.	001430286
2011-10-22	1441243 Ontario Ltd.	001441243
2011-10-22	1444649 Ontario Limited	001444649
2011-10-22	1446999 Ontario Ltd.	001446999
2011-10-22	1469095 Ontario Inc.	001469095
2011-10-22	1555076 Ontario Inc.	001555076
2011-10-22	1564242 Ontario Ltd.	001564242
2011-10-22	1632723 Ontario Inc.	001632723
2011-10-22	1646898 Ontario Inc.	001646898
2011-10-22	1651729 Ontario Inc.	001651729
2011-10-22	1653507 Ontario Ltd.	001653507
2011-10-22	1658297 Ontario Ltd.	001658297
2011-10-22	1665769 Ontario Limited	001665769
2011-10-22	1682747 Ontario Limited	001682747
2011-10-22	1683721 Ontario Inc.	001683721
2011-10-22	1685569 Ontario Corp.	001685569
2011-10-22	1689016 Ontario Limited	001689016
2011-10-22	1689042 Ontario Inc.	001689042
2011-10-22	1699204 Ontario Inc.	001699204
2011-10-22	1702811 Ontario Inc.	001702811
2011-10-22	2003645 Ontario Inc.	002003645
2011-10-22	2010 Steam Ltd.	001502693
2011-10-22	2109139 Ontario Ltd.	002109139
2011-10-22	2119384 Ontario Inc.	002119384
2011-10-22	283030 Ontario Limited	000283030
2011-10-22	3-D’S Tortos Corp.	002058783
2011-10-22	509768 Ontario Limited	000509768
2011-10-22	747269 Ontario Limited	000747269
2011-10-22	860633 Ontario Ltd.	000860633
2011-10-22	897408 Ontario Inc.	000897408
2011-10-22	966777 Ontario Inc.	000966777

Katherine M. Murray
Director, Ministry of Government Services
(144-G505)

Certificate of Dissolution

Notice Is Hereby Given that a certificate of dissolution under the Business Corporations Act, has been endorsed. The effective date of dissolution precedes the corporation listings.

Date	Name of Corporation	Ontario Corporation Number
2011-09-06	Canadian Gift World Wholesalers Ltd.	000902947
2011-09-06	Card Map Company Inc.	001132825
2011-09-06	Cobenher Partners Limited	001222360
2011-09-06	Fbmi Communications Inc.	001486730
2011-09-06	First Madison International Inc.	001050572
2011-09-06	Harjashan Transport Inc.	002085355
2011-09-06	Hydro Source Sales Ltd.	001711142
2011-09-06	Kiku Sushi Inc.	002251647
2011-09-06	Lydcorp Enterprise Ltd.	001223002
2011-09-06	Nicastro Shell Service Ltd.	000828031
2011-09-06	On Deman Services Inc.	001279890
2011-09-06	Rit Services Inc.	001228525
2011-09-06	Rogue Logistics Ltd.	001583895
2011-09-06	Sehju Trucking Inc.	002072950
2011-09-06	Trans Planning Services Inc.	002185470
2011-09-06	1257199 Ontario Inc.	001257199
2011-09-06	1287365 Ontario Inc.	001287365
2011-09-06	1362415 Ontario Inc.	001362415
2011-09-06	1696778 Ontario Inc.	001696778
2011-09-06	1787846 Ontario Inc.	001787846
2011-09-06	2081457 Ontario Limited	002081457
2011-09-06	2140081 Ontario Inc.	002140081
2011-09-06	2166971 Ontario Inc.	002166971
2011-09-06	2175799 Ontario Inc.	002175799
2011-09-07	Anna’s Nail Design Inc.	001621507
2011-09-07	Batth & Batth Ltd.	002258216
2011-09-07	Bruce Hill And Associates International Education Consultants Inc.	001246066
2011-09-07	Great Wealth Developments Ltd.	001371009
2011-09-07	Hollywood Hair Studio Inc.	001822181
2011-09-07	I-Thinking.Com. Inc.	001546959
2011-09-07	John R. Marsh & Co. Limited	000060273
2011-09-07	Kansun Homes (Richmond Hill) Limited	001285771
2011-09-07	L.M.B.R. Retail Systems Inc.	000661939
2011-09-07	Penetanguishene Industrial Development Company Limited	000212866
2011-09-07	Quality Frames Inc.	001102215
2011-09-07	Rishi Transport Ltd.	002242988
2011-09-07	Sydor Technology Services Inc.	002188396
2011-09-07	Symor Technology Inc.	002083384
2011-09-07	Tnt Staffing Inc.	002217462
2011-09-07	1159931 Ontario Inc.	001159931
2011-09-07	1726129 Ontario Inc.	001726129
2011-09-07	2127811 Ontario Inc.	002127811
2011-09-07	2141252 Ontario Ltd.	002141252
2011-09-07	2201278 Ontario Ltd.	002201278
2011-09-07	415545 Ontario Limited	000415545
2011-09-07	541527 Ontario Inc.	000541527
2011-09-07	664709 Ontario Limited	000664709
2011-09-07	768244 Ontario Limited	000768244
2011-09-08	A D Transport Line Ltd.	002083896
2011-09-08	Blue Dot Holdings Inc.	001031174
2011-09-08	Gerard & Tony’s Auto Centre Inc.	001797183
2011-09-08	Metal Ika 02 Inc.	002017296
2011-09-08	Productivity Development Centre Inc.	001602120
2011-09-08	Stockton & Bush Acquisition Corp.	001283988
2011-09-08	Tutoring Plus Inc.	000893593
2011-09-08	1155586 Ontario Inc.	001155586
2011-09-08	1268569 Ontario Limited	001268569
2011-09-08	791917 Ontario Inc.	000791917
2011-09-09	Besley Place Residences Inc.	001821165
2011-09-09	Career Renewal Inc.	000999061
2011-09-09	Charm Wholesale And Retail Inc.	002053825
2011-09-09	Cherbo Investments Inc.	000688396
2011-09-09	Cmd Realty Services Inc.	000740256
2011-09-09	Dollar Store & More Inc.	001720076
2011-09-09	Dxie Ltd.	001704827
2011-09-09	Flexflow Inc.	000829444
2011-09-09	For Family Windows & Doors Inc.	002229974
2011-09-09	Great North Catering Ltd.	001650840
2011-09-09	Initiative Consultants Inc.	001218393
2011-09-09	International Wisdom Organization Ltd.	002216795
2011-09-09	Macdonald-Tyler And Associates Inc.	001464322
2011-09-09	Mgd Technology Inc.	002170541
2011-09-09	Michael Lombardi Securities, Inc.	000983992
2011-09-09	Nan Bei Development Inc.	001814975
2011-09-09	NGC-28 Computers Incorporated	000870716
2011-09-09	Pives Canada Inc.	001379341
2011-09-09	R & R Realty Homes Inc.	002107506
2011-09-09	Sf Security Storage Inc.	001621525
2011-09-09	William Scott And Sons General Contracting Ltd.	000329808
2011-09-09	Winden (Canada) Enterprise Ltd.	001255291
2011-09-09	Xsia Industries Inc.	002058389
2011-09-09	Xta Corporation (Stittsville) Limited	000697640
2011-09-09	1179586 Ontario Limited	001179586
2011-09-09	1214600 Ontario Ltd.	001214600
2011-09-09	1307618 Ontario Ltd.	001307618
2011-09-09	1448281 Ontario Limited	001448281
2011-09-09	1486272 Ontario Inc.	001486272
2011-09-09	1568519 Ontario Limited	001568519
2011-09-09	1800663 Ontario Limited	001800663
2011-09-09	2V2T Holdings Corp.	001184959
2011-09-09	2065474 Ontario Ltd.	002065474
2011-09-09	2071005 Ontario Inc.	002071005
2011-09-09	280513 Ontario Inc.	000280513
2011-09-09	444755 Ontario Inc.	000444755
2011-09-12	Backweb Canada Inc.	001250113
2011-09-12	Igb Consulting Inc.	002069092
2011-09-13	Educational Essentials Inc.	001400049
2011-09-22	Meeral & Ishaal Consulting Inc.	001747852
2011-09-27	Chancey Smith’s Restaurants Limited	001273843
2011-09-28	Bramsar Ltd.	000458469
2011-09-28	Kids By Karen Inc.	001291291
2011-09-28	Mariners Haven Inc.	000605212
2011-09-28	Market-Driven Solutions Inc.	001125196
2011-09-28	N. A. Zimmerman Limited	000097152
2011-09-28	Niv Union Inc.	002011990
2011-09-28	R & R Internet Consulting Ltd.	001504960
2011-09-28	Sila Petroleum Services Ltd.	001246673
2011-09-28	Spiroco Company Limited	001645327
2011-09-28	Understatements Ltd.	001413518
2011-09-28	Villa View Construction Limited	000333650
2011-09-28	1425050 Ontario Limited	001425050
2011-09-28	1649443 Ontario Inc.	001649443
2011-09-28	2043227 Ontario Limited	002043227
2011-09-28	2159084 Ontario Inc.	002159084
2011-09-28	2204985 Ontario Inc.	002204985
2011-09-29	A. W. Dicks Holdings Limited	000126763
2011-09-29	Alterna Realty Corporation/ Societe Immobiliere Alterna	001202577
2011-09-29	Burns Jewellers Limited	000809819
2011-09-29	Decision-Tree Solutions Inc.	001150065
2011-09-29	Jemas Investments Limited	000429842
2011-09-29	Karyee Enterprises Inc.	001021133
2011-09-29	Maple 7 Ltd.	002220527
2011-09-29	Middlestone Holdings Limited	000247156
2011-09-29	Morsano Carpenters Limited	000765719
2011-09-29	Nautical Lands Investments Corp.	002234141
2011-09-29	Optimizing Technology Inc.	002053690
2011-09-29	Sports Ventures Group Inc.	001575738
2011-09-29	Strategies For Excellence Inc.	000905624
2011-09-29	Vmf Materials Inc.	001347660
2011-09-29	Willbros Engineering & Construction Limited	000088271
2011-09-29	Winch\Bird Financial Inc.	001562427
2011-09-29	1061319 Ontario Limited	001061319
2011-09-29	1384979 Ontario Inc.	001384979
2011-09-29	1505601 Ontario Inc.	001505601
2011-09-29	1535538 Ontario Inc.	001535538
2011-09-29	1624483 Ontario Inc.	001624483
2011-09-29	1659288 Ontario Limited	001659288
2011-09-29	1661322 Ontario Ltd.	001661322
2011-09-29	1767044 Ontario Inc.	001767044
2011-09-29	2105066 Ontario Inc.	002105066
2011-09-29	2144296 Ontario Inc.	002144296
2011-09-29	2202211 Ontario Inc.	002202211
2011-09-30	Amlon Balmoral Inc.	002014954
2011-09-30	Amlon Jameson Inc.	002008348
2011-09-30	Bardworks Ltd.	001151944
2011-09-30	Cc International Trading Center Ltd.	001654138
2011-09-30	Crowkimo Inc.	000133993
2011-09-30	Hillcrest Florida Ltd.	001241413
2011-09-30	Htg Systems Ltd.	002005627
2011-09-30	Hyro Stone Products Inc.	001017356
2011-09-30	Life Matters Consulting Inc.	001371295
2011-09-30	Loh Veterinary Professional Corporation	001704284
2011-09-30	M. & T. Anseeuw Farms Ltd.	001419793
2011-09-30	M.R.S. Voyages Ltd.	001411262
2011-09-30	Middlefield Advisory Services Inc.	001776980
2011-09-30	Netconnect Conferencing Inc.	001636613
2011-09-30	The Holly Development Corporation	001094792
2011-09-30	Tisim Investment Corporation	001358139
2011-09-30	1286544 Ontario Limited	001286544
2011-09-30	1581290 Ontario Ltd.	001581290
2011-09-30	1656753 Ontario Limited	001656753
2011-09-30	1686877 Ontario Inc.	001686877
2011-09-30	1697414 Ontario Inc.	001697414
2011-09-30	1729293 Ontario Inc.	001729293
2011-09-30	1800198 Ontario Inc.	001800198
2011-09-30	1806950 Ontario Inc.	001806950
2011-09-30	2061985 Ontario Ltd.	002061985
2011-09-30	2224490 Ontario Inc.	002224490
2011-09-30	781616 Ontario Ltd.	000781616
2011-10-03	Brocklesby Building Corp.	000847317
2011-10-03	Buck Run Transport Limited	001568467
2011-10-03	City Bakery (Northern) Limited	000242733
2011-10-03	Dwell By Domicile Inc.	001605563
2011-10-03	G Project Inc.	001686924
2011-10-03	J.L. Harding & Associates Limited	000989084
2011-10-03	Jelia Holdings Inc.	001356348
2011-10-03	Joy & Company Ltd.	001145053
2011-10-03	Kienitz Ltd.	000390766
2011-10-03	L’Enclave Montfort Inc.	001633752
2011-10-03	Rockyview Holdings Limited	000870333
2011-10-03	Terra Depot Inc.	001529541
2011-10-03	Terra Glade Inc.	001634131
2011-10-03	The District In Lebreton Flats Inc.	001561799
2011-10-03	Tipton Ono Software Limited	000875670
2011-10-03	Viscount Motors Inc.	001062647
2011-10-03	1219884 Ontario Inc.	001219884
2011-10-04	Acme Strapping Corp.	001216988
2011-10-04	Adams Design Source Inc.	001104464
2011-10-04	Beckwith Investment Corporation	000779947
2011-10-04	Biomedical Resources Inc.	001691714
2011-10-04	Canboom Capital Corporation	001773927
2011-10-04	Century City Development Limited	000770347
2011-10-04	Crystal Solutions Inc.	001620414
2011-10-04	D’andrea Iron Works Ltd.	000546576
2011-10-04	Gencor Contracting (Niagara) Inc.	001602176
2011-10-04	Innohai Enterprise Inc.	001699893
2011-10-04	Kimco Armstrong Avenue Holdings Inc.	001539420
2011-10-04	Kimco Arrow Road Holdings Inc.	001539424
2011-10-04	Kimco Commerce Park Holdings Inc.	001699482
2011-10-04	Kimco Crouse Road Holdings Inc.	001529570
2011-10-04	Kimco Keele Street Holdings Inc.	001529569
2011-10-04	Kimco Trethewey Drive Holdings Inc.	001598326
2011-10-04	Riotrin Properties (Wanless) Inc.	001542807
2011-10-04	Shorco Realty Limited	000212713
2011-10-04	Steel Fabricating & Welding Corp.	001094981
2011-10-04	Stradwick Investments Canada Limited	000963491
2011-10-04	Tcftv Canpro Iii Ltd.	001433889
2011-10-04	1428582 Ontario Inc.	001428582
2011-10-04	1457825 Ontario Inc.	001457825
2011-10-04	1525170 Ontario Ltd.	001525170
2011-10-04	2114235 Ontario Ltd.	002114235
2011-10-04	2262068 Ontario Limited	002262068
2011-10-04	632760 Ontario Ltd.	000632760
2011-10-05	Antique Touch Furniture Inc.	002160437
2011-10-05	Briste Holdings Inc.	000691513
2011-10-05	Cybertrust Canada Corporation	001429558
2011-10-05	Deshmash Transport Inc.	001517225
2011-10-05	Finchwood Investments Limited	000118957
2011-10-05	Flowery Mega Fashion Inc.	001797288
2011-10-05	Jetsgo Transportation Inc.	001613285
2011-10-05	Justplay Sports Services Inc.	001602158
2011-10-05	Konmar Inc.	001066764
2011-10-05	Kosto Sheet Metal Ltd.	000407206
2011-10-05	Kts Investment Corporation	002061386
2011-10-05	Mike Rose Enterprises Inc.	001026218
2011-10-05	New Formula Import Inc.	002207825
2011-10-05	Par-S Drugs Ltd.	000833164
2011-10-05	Rong Ye Renovation Inc.	001654130
2011-10-05	Sunrise Of Oakville Ii Gp Inc.	001670887
2011-10-05	Sushi San Japanese Restaurant Inc.	002188368
2011-10-05	Tommy Trux Inc.	001311746
2011-10-05	Total Safety Canada, Inc.	000853411
2011-10-05	Upnature Ltd.	002166611
2011-10-05	Westeel Business Centre Inc.	000815127
2011-10-05	1134680 Ontario Ltd.	001134680
2011-10-05	1229980 Ontario Inc.	001229980
2011-10-05	1234843 Ontario Inc.	001234843
2011-10-05	1550575 Ontario Inc.	001550575
2011-10-05	1552364 Ontario Inc.	001552364
2011-10-05	1553804 Ontario Inc.	001553804
2011-10-05	1857497 Ontario Inc.	001857497
2011-10-05	2185350 Ontario Inc.	002185350
2011-10-05	2211583 Ontario Inc.	002211583
2011-10-05	450605 Ontario Limited	000450605
2011-10-05	940932 Ontario Inc.	000940932

Katherine M. Murray
Director, Ministry of Government Services
(144-G506)

Cancellation of Certificate of Incorporation (Business Corporations Act)

Notice Is Hereby Given that by orders under subsection 241(4) of the Business Corporation Act, the certificates of incorporation set out hereunder have been cancelled and corporation(s) have been dissolved. The effective date of cancellation precedes the corporation listing.

Date	Name of Corporation	Ontario Corporation Number
2011-10-06	Vienna Sandwiches Inc.	1711997
2011-10-12	2218355 Ontario Inc.	2218355

Katherine M. Murray
Director
(144-G507)

Cancellation for Cause (Business Corporations Act)

Notice Is Hereby Given that by orders under section 240 of the Business Corporation Act, the certificates set out hereunder have been cancelled for cause and in the case of certificates of incorporation the corporations have been dissolved. The effective date of cancellation precedes the corporation listing.

Date	Name of Corporation	Ontario Corporation Number
2011-10-06	1475584 Ontario Inc.	1475584
2011-10-11	October Grocery 2428 Ltd.	2009095

Katherine M. Murray
Director
(144-G508)

Cancellation for Filing Default (Corporations Act)

Notice Is Hereby Given that orders under Section 317(9) of the Corporations Act have been made cancelling the Letters Patent of the following corporations and declaring them to be dissolved. The date of the order of dissolution precedes the name of the corporation.

Date	Name of Corporation	Ontario Corporation Number
2011-10-11	Suzuki Kingston Musicfest	1779578

Katherine M. Murray
Director
(144-G509)

Co-operative Corporations Act Certificate of Amendment Issued

Notice Is Hereby Given that, under the Co-operative Corporations Act, a certificate of amendment has been effected as follows:

Date of Incorporation	Name of Co-operative	Effective Date
May 14, 2009	By The Bushel Community Food Co-Operative Inc.	September 15, 2011
March 6, 2006	Local Initiative For Future Energy Co-Operative Inc.	September 19, 2011
June 22, 1978	Burford Co-Operative Preschool Corporation	September 12, 2011
October 31, 1988	Agnes Macphail Women’s Co-Operative Homes Inc.. to change its name to: Agnes Macphail Community Co- Operative Homes Inc.	September 15, 2011

Grant Swanson
Executive Director
Licensing and Market Conduct Division
Financial Services Commission of Ontario
by delegated authority from the Superintendent of Financial Services
(144-G510)

Credit Unions, Caisses Populaires Act Certificate of Approval of Continuance Issued

Notice Is Hereby Given that, under the Credit Unions, Caisses Populaires Act, a certificate of approval of continuance has been issued to:

Name of Credit Union	Date of Continuance	Head Office
Credit Union Central of Ontario Limited	July 6, 2011	Mississauga, Ontario

Philip Howell
Superintendent of Financial Services
(144-G511)

Credit Unions and Caisses Populaires Act, 1994 Dissolution Order Issued

Notice Is Hereby Given that, under the Credit Unions and Caisses Populaires Act, 1994 a Dissolution Order has been issued to:

Name of Co-operative	Date of Incorporation	Effective Date
Abitibi Toronto Employees Credit Union Limited	April 30, 1952	August 24, 2011
Psychiatric Research Institute Employees’(London) Credit Union Limited	June 18, 1962	August 24, 2011
Winona Provincial Civil Servants Credit Union Limited	March 31, 1953	August 19, 2011

Grant Swanson
Executive Director
Licensing and Market Conduct Division
Financial Services Commission of Ontario
by delegated authority from the Superintendent of Financial Services
(144-G512)

Co-operative Corporations Act Certificate of Dissolution Issued

Notice Is Hereby Given that, under the Co-operative Corporations Act, a certificate of dissolution has been issued to:

Name of Co-operative	Date of Incorporation	Effective Date
Parliament Square Co-operative Housing Corporation	October 30, 1996	September 12, 2011
St. Lawrence Co-operative Housing Corporation	September 16, 1994	September 12, 2011
O’Connor Co-operative Development Corporation	November 10, 2004	September 12, 2011
Mill Street Co-operative Housing Corporation	February 10, 1998	September 12, 2011
Market Co-operative Development Corporation	November 18, 2003	September 15, 2011

Grant Swanson
Executive Director
Licensing and Market Conduct Division
Financial Services Commission of Ontario
by delegated authority from the Superintendent of Financial Services
(144-G513)

Co-operative Corporations Act Certificate of Amalgamation Issued

Notice Is Hereby Given that, under the Co-operative Corporations Act, a certificate of amalgamation has been issued to:

Name of Amalgamated Corporation	Amalgamating Corporations	Date of amalgamation
West Bruce Feeder Finance Co-Operative Inc.	(West Bruce Feeder Finance Co-operative Inc. and South Bruce Feeder Finance Co-operative Inc.)	September 1, 2011

Grant Swanson
Executive Director
Licensing and Market Conduct Division
Financial Services Commission of Ontario
by delegated authority from the Superintendent of Financial Services
(144-G514)

Credit Unions, Caisses Populaires Act Certificate of Amalgamation Issued

Notice Is Hereby Given that, under the Credit Unions and Caisses Populaires Act, a certificate of amalgamation has been issued to:

Date	Name of Amalgamated Corporation Amalgamating Corporations	Ontario Incorporation Number
2011 -08-01	Penfinancial Credit Union Limited(PenFinancialCredit Union Limited and Cataract Savings &Credit Union Limited)	1851810

Date

Name of Amalgamated Corporation

Amalgamating Corporations

Ontario Incorporation Number

2011 -08-01

Penfinancial Credit Union Limited(PenFinancialCredit Union Limited and Cataract Savings &Credit Union Limited)

1851810

Grant Swanson
Executive Director
Licensing and Market Conduct Division
Financial Services Commission of Ontario
by delegated authority from the Superintendent of Financial Services
(144-G515)

Co-operative Corporations Act Certificate of Incorporation Issued

Notice Is Hereby Given that, under the Co-operative Corporations Act, a certificate of incorporation has been issued to:

Name of Co-operative	Date of Incorporation	Head Office
Ieps (Internationally Educated Professionals) Co-Operative Inc.	August 26, 2011	Ottawa
Clinical Research Recruiters Co-Operative Incorporated	September 12, 2011	Lake of Bays
Mapleview Co-Operative Development Corporation	July 4, 2011	Toronto
Birchmount Co-Operative Development Corporation	July 4, 2011	Toronto
Perth Renewable Energy Co-Operative Inc.	July 4, 2011	Grassie
Bright Starts Co-Operative Early Learning Centre Inc.	July 4, 2011	Waterloo
Lake Of Bays Renewable Energy Co-Operative Inc.	July 4, 2011	Baysville
West Ridge Housing Co-Operative Inc.	July 28, 2011	Orillia
Clinproxy Research Services Co-Operative Incorporated	August 2, 2011	Lake of Bays
Canadian Biotech Specialists Co-Operative Incorporated	September 7, 2011	Lake of Bays
Green Campus Co-Operative Corporation	September 7, 2011	Toronto
Esploron Biomedical Research Co-Operative Incorporated	September 7, 2011	Lake of Bays
Limdato Clinical Services Co-Operative Incorporated	September 7, 2011	Lake of Bays
Solartek Renewable Energy Co-Operative Inc.	September 27, 2011	Vaughan

Grant Swanson
Executive Director
Licensing and Market Conduct Division
Financial Services Commission of Ontario
by delegated authority from the Superintendent of Financial Services
(144-G516)

Marriage Act

Certificate Of Permanent Registration as a person authorized to solemnize marriage in Ontario have been issued to the following:

October 3, 2011 to October 7, 2011

Name	Location	Effective Date
Lafrance, Michael Nelson Francis	London, ON	05-Oct-11
Sandor, David Albert	Windsor, ON	05-Oct-11
Kennedy, Anthony Gerard	Sudbury, ON	05-Oct-11
Kennedy, Patricia	Sudbury, ON	05-Oct-11
Woods, Darren	London, ON	05-Oct-11
Shchukin, Eugene	Waterloo, ON	05-Oct-11
Borgert, Michael Gene	Barrie, ON	05-Oct-11
Atandi, Sosimi Nyakenyanya	Etobicoke, ON	05-Oct-11
Knox, Michael LeGros	Toronto, ON	05-Oct-11
Martins, Carlos Alves	North York, ON	05-Oct-11
Schner, Joseph George	Toronto, ON	05-Oct-11
von Wedon, Athanasius	Mississauga, ON	05-Oct-11
Kiss, Barnabas G	Detroit, MI	05-Oct-11
Martin, Vijay Dumming	London, ON	05-Oct-11
Legualt, Gabriel	Kingston, ON	05-Oct-11
Pigeon, Claude	Ottawa, ON	05-Oct-11
McLeod, Sheryl Lee	Almonte, ON	05-Oct-11
Crowell, Andrew Sarty	Hamilton, ON	05-Oct-11

Re-registrations

Name	Location	Effective Date
Sanchez, Juan	Scarborough, ON	04-Oct-11
Blair, Michael Peter Gordon	Toronto, ON	04-Oct-11
Irwin, Beverley	Penetanguishene, ON	04-Oct-11
Michener, Sandra Marie	Longford Mills, ON	04-Oct-11
Knight, Alan	Chatham, ON	04-Oct-11
Corston, Thomas	Schumacher, ON	10/04/2011
Scott, E Munroe	Warsaw, ON	10/04/2011
Chuipka, Perry	Wingham, ON	04-Oct-11
Cavanaugh-Clark, Joan	Minden, ON	10/04/2011
Essel, Ebow Cecil	Whitby, ON	10/05/2011
Schinkel, Geraldine	Guelph, ON	10/07/2011
Macaulay, Gregory Phillip James	St George, ON	10/07/2011

Certificates Of Temporary Registration as person authorized to solemnize marriage in Ontario have been issued to the following:

October 3, 2011 to October 7, 2011

Date	Name	Location	Effective Date
October 6, 2011 to October 10, 2011	Sanderson, Wayne G	Brandon, MB	04-Oct-11
October 7, 2011 to October 11, 2011	Briffett, Edward	Richmond Hill, ON	04-Oct-11
October 20, 2011 to October 24, 2011	McAndless-Davis, Karen R	New Westminster, BC	04-Oct-11
June 7, 2012 to June 11, 2012	Nazar, David	Toronto, ON	04-Oct-11

Certificate Of Cancellation Of Registration as a person authorized to solemnize marriage in Ontario have been issued to the following:

October 3, 2011 to October 7, 2011

Name	Location	Effective Date
Hoskins, Andrew James Erskine	Thunder Bay, ON	03-Oct-11
Wideman, Kenneth	Kitchener, ON	03-Oct-11
Schuler, Siegfried	Aylmer, ON	03-Oct-11
Jacobsen, Cindy	Waterloo, ON	03-Oct-11
Christian, Gloria	Beamsville, ON	03-Oct-11
Cote, Tiina Kastepold	Grimsby, ON	03-Oct-11
Binner, Douglas	Mississauga, ON	03-Oct-11
Fuller, Brian	Smiths Falls, ON	03-Oct-11
Fuller, Susan	Smiths Falls, ON	03-Oct-11
Bridger, Larry	London, ON	03-Oct-11
Reilly, Gerald	London, ON	03-Oct-11
Reilly, Laurie	London, ON	03-Oct-11
Kimberley, Kenneth G	Listowel, ON	03-Oct-11
Chaulk, Violet	LaSalle, ON	03-Oct-11
Braund, Ann	London, ON	03-Oct-11
Barthau, Donna Joyce	Unionville, ON	03-Oct-11
Ryan, Geoffrey Carl	North York, ON	03-Oct-11
Hefford, Douglas	Scarborough, ON	03-Oct-11
Hefford, Jean	Scarborough, ON	03-Oct-11
Gosse, Deborah Mae	Kenora, ON	03-Oct-11
Rowe, Craig	Toronto, ON	03-Oct-11
Baxter, Edward Thomas	London, ON	07-Oct-11
Pigott-Washington, Evelyn Anne	Kingsville, ON	07-Oct-11
Tiura, Susan	Thunder Bay, ON	07-Oct-11
Arulnesan, Gabriel	Toronto, ON	07-Oct-11
Dorawa, Rajmund	Toronto, ON	07-Oct-11
Harkins, George William	Etobicoke, ON	07-Oct-11
Roberts, Norman	Mississauga, ON	07-Oct-11
Gilmour, Heather S	Burlington, ON	07-Oct-11
Jay, Charles D	Mississauga, ON	07-Oct-11
Carruthers, Gary Robert	Sarnia, ON	07-Oct-11
Carruthers, Jean Cheryl	Wyoming, ON	07-Oct-11
Belanger, Jasen	North Bay, ON	07-Oct-11
Donnan, Allan T	Pickering, ON	07-Oct-11
Etcovitch, Barbara	Orleans, ON	07-Oct-11
Gardner, Michelle	Mississauga, ON	07-Oct-11
Hersh, David	Ottawa, ON	07-Oct-11
Howard, Daniel J	Richmond Hill, ON	07-Oct-11
Nicholson, Benjamin	Burlington, ON	07-Oct-11
Power, Alix	Orleans, ON	07-Oct-11

Sandra Leonetti
Deputy Registrar General
(144-G517)

Change of Name Act

Notice Is Hereby Given that the following changes of name were granted during the period from October 03, 2011 to October 09, 2011, under the authority of the Change of Name Act, R.S.O 1990, c.c.7 and the following Regulation R.R.O 1990, Reg 68). The listing below shows the previous name followed by the new name.

Date	Previous Name	New Name
October 03, 2011 to October 09, 2011	Abdalla, George.Magdy.Ab.	Magdy, George.
October 03, 2011 to October 09, 2011	Abdullahi, Isahaq.Abdullahi.	Ibrahim, Isahaq.Ahmed.
October 03, 2011 to October 09, 2011	Abdulrahman, Ahsitar.	Tahir, Esther.A..
October 03, 2011 to October 09, 2011	Abdulrahman, Eah-Fen.	Tahir, Evine.A.
October 03, 2011 to October 09, 2011	Abdulrahman, Erma.	Tahir, Ermia.A..
October 03, 2011 to October 09, 2011	Abri Narani, Ali.Akbar.	Narani, Al.
October 03, 2011 to October 09, 2011	Adil, Muhammad.Umer.	Adil, Umer.Muhammad.
October 03, 2011 to October 09, 2011	Ainslie, Tyler.John.	King, Tyler.John.
October 03, 2011 to October 09, 2011	Al Salim, Lubna.	Ibrahim, Lubna.
October 03, 2011 to October 09, 2011	Alagarajah, Anenthan.	Alagarajah, Anenthan.Raju.
October 03, 2011 to October 09, 2011	Albon , Jaileena.Lynn.	Szekeres, Jaileena.Lynn.
October 03, 2011 to October 09, 2011	Alger, Chadwick.James.Theodore.	Murphy, Chadwick.James.Theodore.
October 03, 2011 to October 09, 2011	Amare, Fikir.	Addis, Rahel.Mesele.
October 03, 2011 to October 09, 2011	Anthony, Onome.Success.	Okoloko, Onome.Divine.Success.
October 03, 2011 to October 09, 2011	Anton, Teshanthan.	Anton, Teshan.Dixon.
October 03, 2011 to October 09, 2011	Arbour, Shannon.Simone.Violet.Marie.	St Clair, Savannah.
October 03, 2011 to October 09, 2011	Arce, Alba.Maria.	Da Silva, Alba.Maria.
October 03, 2011 to October 09, 2011	Asante, Selina.Dansowa.	Pepra, Spain.Ozias.
October 03, 2011 to October 09, 2011	Atienza, Ria.Marcial.	Piamonte, Ria.Atienza.
October 03, 2011 to October 09, 2011	Auger, Marc-AndrÉ.	Berlinguette, Marc-Andre.Larose.
October 03, 2011 to October 09, 2011	Bakhtiar, Mahboubeh.	Turan, Elay.
October 03, 2011 to October 09, 2011	Balao, Jennifer.Palomar.	Price, Jennifer.Palomar.Balao.
October 03, 2011 to October 09, 2011	Barbusci, Jeanne.Marie.	Barbucci, Jane.Mary.
October 03, 2011 to October 09, 2011	Beck, Dominic.Wayne.	Swanson, Dominic.Mark.
October 03, 2011 to October 09, 2011	Beckerson, Michael.Donald.	Szabo, Michael.Donald.
October 03, 2011 to October 09, 2011	Belcourt, Janna.Marion.	Heredia, Janna.Marion.
October 03, 2011 to October 09, 2011	Ben Tamarzizet, Oualid.Ben.Ali.	Ben Tamarzizt, Walid.
October 03, 2011 to October 09, 2011	Berger, Chas.Frederick.	Berger, Frederick.Charles.
October 03, 2011 to October 09, 2011	Bin Abdullah, Aidan.Reilly.Kam.	Kam, Aidan.Reilly.
October 03, 2011 to October 09, 2011	Bodaliya, Binni.Kishorcha.	Modi, Binni.
October 03, 2011 to October 09, 2011	Brake, Jason.Murdock.	Brake, Jay.
October 03, 2011 to October 09, 2011	Brot, Mackenzie.Skylar.	Gordon-Zak, Mackenzie.Skylar.
October 03, 2011 to October 09, 2011	Brown, Michael.William.	Griswold, Michael.William.
October 03, 2011 to October 09, 2011	Burnett, Sydnee.Alice.Mary.	Watson, Sydnee.Alice.
October 03, 2011 to October 09, 2011	Burnham, Mary.Elizabeth.	Burnham, Libby.Elizabeth.
October 03, 2011 to October 09, 2011	Calderon Perez, Douglas.Alexander.	Peretz, Douglas.Alexander.
October 03, 2011 to October 09, 2011	Campbell, Katherine.Ann.	Overbeek, Katherine.Ann.
October 03, 2011 to October 09, 2011	Cao, Hao.Zhong.	Choo, How.Jong.John.
October 03, 2011 to October 09, 2011	Caro Olarte, Maria.Camila.	Caro, Camila.
October 03, 2011 to October 09, 2011	Cavazzon, Adam.Daniel.	Tomlinson, Adam.William.
October 03, 2011 to October 09, 2011	Chan, Ngar.Yan.	Chan, Anna.Ngar-Yan.
October 03, 2011 to October 09, 2011	Chan, Siu.Yung.	Chan, Janie.
October 03, 2011 to October 09, 2011	Chen, Ing-Lu.	Chen, Carlina.Shang-Ing.
October 03, 2011 to October 09, 2011	Cheung, Christian.Michael.	D'Eri, Christian.Michael.
October 03, 2011 to October 09, 2011	Cheung, Mercedes.Shi.An.	D'Eri, Mercedes.Shi-An.
October 03, 2011 to October 09, 2011	Cheung, Wing.Kit.	Cheung, Gloria.Wing.Kit.
October 03, 2011 to October 09, 2011	Chi, Shang.Ting.	Chi, Joseph.Shang.Ting.
October 03, 2011 to October 09, 2011	Cho, S.	Cho, Si.Hong.
October 03, 2011 to October 09, 2011	Choi, Dong.Hyuck.	Choi, Aiden.Donghyuk.
October 03, 2011 to October 09, 2011	Cholette, Cecil.Sylvia.	Cholette, Cecil.Sylvio.
October 03, 2011 to October 09, 2011	Chung, Chi-Jen.	Chung, John.Chi-Jen.
October 03, 2011 to October 09, 2011	Ciceri, Caitlin.Brianna.	Ciceri, Quinn.Drew.
October 03, 2011 to October 09, 2011	Clark, Janis.Lorraine.	Drake, Janis.Lorraine.
October 03, 2011 to October 09, 2011	Crabtree, Franceska.Hannah.Constance.	Parkhill, Franceska.Hannah.
October 03, 2011 to October 09, 2011	Cunha, Kennedy.Apolonio.	Dos Santos, Kennedy.Apolonio-Cunha.
October 03, 2011 to October 09, 2011	Damanpak-Rizi, Sameneh.	Rizi, Tara.
October 03, 2011 to October 09, 2011	Damphousse, Marie.Diane.Myriam.	Damphousse, Myriam.Diane.
October 03, 2011 to October 09, 2011	Davis, Ashley.Christine.Denise.	Brown, Ashliee.Christine.Denise.
October 03, 2011 to October 09, 2011	De Castro, Jennifer.Gai.Calo.	De Castro-Amjadi, Jennifer.Gai.Calo.
October 03, 2011 to October 09, 2011	Deen-Nolan, Bebe.Shira.	Deen, Shira.
October 03, 2011 to October 09, 2011	Deokaran, Varsha.Nita.	Deokaran, Gabriella.Varsha.
October 03, 2011 to October 09, 2011	Dias, Marie.Jeanne.Monique.	Quintal, Monique.Marie.Jeanne.
October 03, 2011 to October 09, 2011	Dillon-Mair, Blake.Michael.	Charpontier, Blake.Michael.
October 03, 2011 to October 09, 2011	Dit, Nancy.	Marol, Nancy.Francis.
October 03, 2011 to October 09, 2011	Do Couto, Cesario.Correia.	Sousa, Cesario.
October 03, 2011 to October 09, 2011	Dos Santos, Claudia.Raquel.Lopes.	Santos, Claudia.Raquel.
October 03, 2011 to October 09, 2011	Dosanjh, Savannah.	Ramirez, Savannah.Emmeline.
October 03, 2011 to October 09, 2011	Dunham, Nathan.Andrew.Bryan.	Zorbas, Nathan.Andrew.
October 03, 2011 to October 09, 2011	Duong, Thi.Tuyet.Mai.	Duong, Mai.Thi.Tuyet.
October 03, 2011 to October 09, 2011	Dupont, Marie.Patricia.	Dupont, Patricia.Marie.
October 03, 2011 to October 09, 2011	Escovitch, Paul.	Esco, Paul.
October 03, 2011 to October 09, 2011	Eshete, Bethelhem.	Bekele, Bethelhem.
October 03, 2011 to October 09, 2011	Esplen, Ryan.Farrell.	Hebert, Ryan.Farrell.Esplen.
October 03, 2011 to October 09, 2011	Feigin, Eric.Jonathan.	Feigin-Lubomirski, Eric.Jonathan.
October 03, 2011 to October 09, 2011	Fok, Yee.Wah.	Thies, Eva.
October 03, 2011 to October 09, 2011	Foley, Shelia.Anne.	Foley, Sheila.Anne.
October 03, 2011 to October 09, 2011	Friend, Adyn.Adrian.	Alexander, Adrian.Sunaryo.
October 03, 2011 to October 09, 2011	Fu, Guang.Sheng.	Fooh, Guangsheng.Tom.
October 03, 2011 to October 09, 2011	Futia, Joseph.Louis.	Mastromarco-Keating, Joseph.Louis.
October 03, 2011 to October 09, 2011	Gagnon, Joseph.Richard.Denis.Benoit.	Gagnon, Benoit.
October 03, 2011 to October 09, 2011	GagnÉ, Alisanne.Kathleen.	Desroches, Alisanne.Kathleen.
October 03, 2011 to October 09, 2011	GagnÉ, Gabriel.RenÉJoseph.	Desroches, Gabriel.RenÉJoseph.
October 03, 2011 to October 09, 2011	GagnÉ, Germain.Alexandre.Michel.	Desroches, Germain.Alexandre.Michel.
October 03, 2011 to October 09, 2011	Garvock, Mary.Jane.	Alexander, Mary.Jane.
October 03, 2011 to October 09, 2011	Gerrie-Reinhart Valentini, Gloria.Elaine.	Gerrie Valentini, Gloria.Elaine.
October 03, 2011 to October 09, 2011	Gharzeddine, Manal.	Daou, Manal.Amanda.
October 03, 2011 to October 09, 2011	Ghouchaninezhad-Hass, Rahim.	Nejad, Rahim.
October 03, 2011 to October 09, 2011	Girard, David.Marcel.	Gerard, Marcel.David.
October 03, 2011 to October 09, 2011	Goldstein, Perez.Gil.	Goldstein, Gil.Meir.
October 03, 2011 to October 09, 2011	Gomes, Cidalia.Duarte.	Loureiro, Cidalia.Duarte.
October 03, 2011 to October 09, 2011	Goolsarran, Gaytree.	Goolsarran, Subrina.
October 03, 2011 to October 09, 2011	Graham, Giana.Laura.	Graham, Gina.Laura.
October 03, 2011 to October 09, 2011	Hall-Dunham, Janet.Marie.	Hall, Janet.Marie.
October 03, 2011 to October 09, 2011	Hamzehzadeh Nakhjavani, Niki.	Nakhjavani, Niki.
October 03, 2011 to October 09, 2011	Hamzehzadeh Nakhjavani, Nozhen.	Nakhjavani, Nojan.
October 03, 2011 to October 09, 2011	Hamzehzadeh Nakhjavani, Sassan.	Nakhjavani, Sasan.
October 03, 2011 to October 09, 2011	Hanson, Monika.Gertrud.	Flynn, Aerilyn.Kailey.
October 03, 2011 to October 09, 2011	Hartley, Leslie.John.	Hartley, Brad.John.
October 03, 2011 to October 09, 2011	Hazim, Andy.	Kamil, Andy.
October 03, 2011 to October 09, 2011	Hernandez, Cecile.Gonzaga.	Gonzaga, Cecile.
October 03, 2011 to October 09, 2011	Hill, Alice.Audrey.Ruth.	Hill, Audrey.Alice.Ruth.
October 03, 2011 to October 09, 2011	Hobbs, Kendra.Leighann.	Beauvoir-Hobbs, Cassandra.Emilie.
October 03, 2011 to October 09, 2011	Hosany, Muhammad.As'Ad.	Hosany, Asad.
October 03, 2011 to October 09, 2011	Jiang, Ruiting.	Jiang, Rachel.
October 03, 2011 to October 09, 2011	Jobin GagnÉ, Bernadette.ThÉRese.StÉPhanie.	Desroches, Bernadette.ThÉRese.StÉPhanie.
October 03, 2011 to October 09, 2011	Johnson-Ramgeet, Natasha.Ingrid.	Johnson, Natasha.Ingrid.
October 03, 2011 to October 09, 2011	Jun, Won.Jae.	Jun, Jason.Wonjae.
October 03, 2011 to October 09, 2011	Kabir, Fatema.	Pervin, Fatema.Sania.
October 03, 2011 to October 09, 2011	Kailey, Kulbir.Kaur.	Basra, Kulbir.Kaur.
October 03, 2011 to October 09, 2011	Kalivodova, Svatava.	Kalivoda, Savy.Ellen.
October 03, 2011 to October 09, 2011	Kalwar, Garima.	Gupta, Garima.
October 03, 2011 to October 09, 2011	Kalwar, Ramswaroop.	Gupta, Ram.
October 03, 2011 to October 09, 2011	Karatsoreos, Jacob.Alexander.	Millier, Jacob.Alexander.
October 03, 2011 to October 09, 2011	Kashem, Lubaba.Esraf.	Kashem, Isabella.Aciya.
October 03, 2011 to October 09, 2011	Killen, Shonn.Annis.	Philips, Sean.Annis.Lukas.
October 03, 2011 to October 09, 2011	Kiretharagopalan, Thurga.	Ratnam, Cheyanne.Thurga.
October 03, 2011 to October 09, 2011	Knapp, Mitchell.David.	Mc Auley, Mitchell.David.Knapp.
October 03, 2011 to October 09, 2011	Kochanowicz, Alexandra.	Gorska, Alexandra.
October 03, 2011 to October 09, 2011	Kole, Stacey.Michelle.	Nolan, Skylar.Mackenzie.
October 03, 2011 to October 09, 2011	Kouznetsov, Serguei.I.	Kuznetsoff, Sergei.I.
October 03, 2011 to October 09, 2011	Krasnobryzha, Mariya.	Roy, Maria.
October 03, 2011 to October 09, 2011	Krasnobryzha, Olena.	Roy, Elena.
October 03, 2011 to October 09, 2011	Kuntz, Josiah.Benjamin.	Konrad, Josiah.Benjamin.
October 03, 2011 to October 09, 2011	Kuzembayev, Sharafat.	Serikov, Shawn.
October 03, 2011 to October 09, 2011	Kwok, Hoi.Lam.	Kwok, Sonya.Hoi-Lam.
October 03, 2011 to October 09, 2011	Kwok, Hou.Loen.Matthew.	Kwok, Matthew.Hou.Loen.
October 03, 2011 to October 09, 2011	Labrecque, Joseph.Eugene.Jaime.	Labrecque, James.Joseph.Eugene.
October 03, 2011 to October 09, 2011	Lam, Hsing.Mei.	Lam, Ann.Hsing.Mei.
October 03, 2011 to October 09, 2011	Lam, Julia.Lai.Ming.Hon.	Hon, Julia.Lai-Ming.
October 03, 2011 to October 09, 2011	Lane, Cooper.Robert.	Biggar, Cooper.Robert.
October 03, 2011 to October 09, 2011	Laron, Rosalina.Berna.	Velasco, Rosalina.Laron.
October 03, 2011 to October 09, 2011	Le, Thi.Thu.Hang.	Le, Heather.Hang.
October 03, 2011 to October 09, 2011	Le, Tuong.Vy.	Le, Angelina.Vy.
October 03, 2011 to October 09, 2011	Lecce, Sandro.	Lecce, Alex.Sandro.
October 03, 2011 to October 09, 2011	Leclaire-Monfils, Shane.Hector.	Leclaire, Shane.Hector.
October 03, 2011 to October 09, 2011	Leering, Alexander.Joseph.	Terry, Raphael.Alexander.Joseph.
October 03, 2011 to October 09, 2011	Li, Ya.Jie.	Li, Susan.Yan.Pei.
October 03, 2011 to October 09, 2011	Liang, Yu.Ying.	Liang, Fannie.Yu.Ying.
October 03, 2011 to October 09, 2011	Lir, Avrom.Meir.	Lir, Avery.
October 03, 2011 to October 09, 2011	Liu, Hunter.Bojun.	Liu, Hunter.Jianbing.
October 03, 2011 to October 09, 2011	Lu, Zi.Yi.	Lu, Karen.Ziyi.
October 03, 2011 to October 09, 2011	Mackenzie, Luke.William.	Mackenzie, Luke.William.Fox.
October 03, 2011 to October 09, 2011	Mao, Phuong.Tuyet.	Tran, Susan.Tuyet.
October 03, 2011 to October 09, 2011	Maracle, Annette.Michele.	Maracle, Annette.Michelle.
October 03, 2011 to October 09, 2011	Marianno, Heta.Helen.	Mariano, Ada.Helen.
October 03, 2011 to October 09, 2011	Markell, Sheree.Paula.	Namini, Sheree.
October 03, 2011 to October 09, 2011	Martin, Tanya.Jessica.	Reid, Tanya.Jessica.
October 03, 2011 to October 09, 2011	Martinenko, Jelizaveta.	Martinenko, Liza.
October 03, 2011 to October 09, 2011	Mcevoy, Jessika.Evelyne.	Lacroix, Jessika.Charlie.
October 03, 2011 to October 09, 2011	Meditskos, William.Teemu.	Meditskos, William.Teemu.Weston.
October 03, 2011 to October 09, 2011	Messakian, Reta.	Chilingirian, Reta.
October 03, 2011 to October 09, 2011	Mian, Muhammad.Safee.Humayun.	Mian, Safee.Humayun.
October 03, 2011 to October 09, 2011	Michailov, Eleonora.	Sebos, Eleonora.
October 03, 2011 to October 09, 2011	Morad-Azimi, Ahmad-Osman.	Morad, Roman.
October 03, 2011 to October 09, 2011	Motalleb Pouryeganeh, Kievan.	Montaner, Kayvin.Miguel.Motalleb.
October 03, 2011 to October 09, 2011	Mustary, Mst.Rabeya.	Mustafa, Roshni.
October 03, 2011 to October 09, 2011	Nantais-Hillman, Francine.Marie.	Nantais, Francine.Marie.
October 03, 2011 to October 09, 2011	Nekoi, Aryon.	Nekoui, Aryon.
October 03, 2011 to October 09, 2011	Nekoi, Serene.	Nekoui, Serene.
October 03, 2011 to October 09, 2011	Nimer, Charilyn.Alejan.	Custodio, Charilyn.Nimer.
October 03, 2011 to October 09, 2011	Noake, David.Edward.	Noake, Dave.Edward.
October 03, 2011 to October 09, 2011	Noganosh-Mills, Crystal.Anne.	Walker-Habermel, Crystal.Anne.
October 03, 2011 to October 09, 2011	Nojadera, Stephanie.	Nojadera, Stephanie.Nojadera.
October 03, 2011 to October 09, 2011	Norton, Laura.Anne.Marsh.	Marsh, Laura.Anne..
October 03, 2011 to October 09, 2011	Oka, Gentaro.Leo.	Oka, Leo.Gentaro.
October 03, 2011 to October 09, 2011	Oldfield, Frank.Wesley.	Oldfield, Wesley.Frank.
October 03, 2011 to October 09, 2011	Olivo, Anna.Liza.P.	Parala, Anna.Liza.Lipnica.
October 03, 2011 to October 09, 2011	Owusu, Rukia.	Owusu, Rebekah.
October 03, 2011 to October 09, 2011	Oyston, Jason.Donald.	Taylor, Jason.Eric.
October 03, 2011 to October 09, 2011	Pabari, Shriti.Girdharl.	Sodha, Shriti.Sanjay.
October 03, 2011 to October 09, 2011	Paiwand, Dowron.Malik.	Paiwand, Deron.Malik.
October 03, 2011 to October 09, 2011	Patel, Manisha.R.	Patel, Manisha.Jayeshkumar.
October 03, 2011 to October 09, 2011	Paul, Don.Leo.	Dinelle, Donat.Oscar.
October 03, 2011 to October 09, 2011	Perera Welikada, Dhanuja.Buvanidu.	Perera, Dhanuja.Buvanidu.
October 03, 2011 to October 09, 2011	Perera, Welikadage.Cham.	Perera, Chamika.Nilanga.
October 03, 2011 to October 09, 2011	Perera, Welikadage.Sehara.Dinithri.	Perera, Sehara.Dinithri.
October 03, 2011 to October 09, 2011	Pitre, Helene.Marie.	Pitre, Elaine.Marie.
October 03, 2011 to October 09, 2011	Poos, Jacob.Warren.	Poesch, Jacob.Warren.
October 03, 2011 to October 09, 2011	Poos, Mark.Stephen.	Poesch, Mark.Stephen.
October 03, 2011 to October 09, 2011	Popovich, Shane.Jacob.	Ramage, Shane.Jacob.
October 03, 2011 to October 09, 2011	Prangley, Morgan.Prangley.	Prangley, Morgan.Elizabeth.
October 03, 2011 to October 09, 2011	Prest, John.Robert.Henry.Jr.	Perreault, John.Robert.Henry.
October 03, 2011 to October 09, 2011	Raja, Mehar-Un-Nisa.	Rashid, Mehar-Un-Nisa.Sana.
October 03, 2011 to October 09, 2011	Rajanayagam, Nevin.D.	Nevin, Dhiren.
October 03, 2011 to October 09, 2011	Rashidi, Khodabakhsh.	Turan, Savalan.
October 03, 2011 to October 09, 2011	Reeves, Carrie.Lynn.	Weiler, Carrie.Lynn.
October 03, 2011 to October 09, 2011	Reidy, Lucas.Martin.	Reidy, Bob.Martin.
October 03, 2011 to October 09, 2011	Renzella, Thomas.Ryan.	Clitheroe, Thomas.Ryan.
October 03, 2011 to October 09, 2011	Resnick, Evgenia.	Resnick, Jenny.Evgenia.
October 03, 2011 to October 09, 2011	Ridout, Kimberley.Lynne.	Bromell, Kimberley.Lynne.
October 03, 2011 to October 09, 2011	Roche, Josiah.Richard.	Roche, Josiah.Cedric.Richard.
October 03, 2011 to October 09, 2011	Rodriguez, Betty.Gapusan.	Gapusan, Betty.Molina.
October 03, 2011 to October 09, 2011	Romeral, Rosalie.Ignacio.	Pittman, Rosalie.
October 03, 2011 to October 09, 2011	Rosati, Luigi.Roberto.	Rosati, Gino.Robert.
October 03, 2011 to October 09, 2011	Rutenberg, Michelle.Beth.	Shenkman, Michelle.Beth.Rutenberg.
October 03, 2011 to October 09, 2011	Safarizadeh-Minab, Kobra.	Minab, Soheila.
October 03, 2011 to October 09, 2011	Sagoo, Jasman.Preet.Si.	Sagoo, Jassi.Preet.Singh.
October 03, 2011 to October 09, 2011	Said, Abdurahman.Amir.	Mirjangi, Abdurahman.Mirdel.Abdulrehman.
October 03, 2011 to October 09, 2011	Said, Amir.Abubakar.	Mirjangi, Mirdel.Abdulrehman.
October 03, 2011 to October 09, 2011	Said, Awadh.	Awadh, Abdulkadir.Karama.
October 03, 2011 to October 09, 2011	Said, Yusra.Amir.	Mirjangi, Yusra.Mirdel.Abdulrehman.
October 03, 2011 to October 09, 2011	Said, Yusuf.Amir.	Mirjangi, Yusuf.Mirdel.Abdulrehman.
October 03, 2011 to October 09, 2011	Salighehdar, Zahra.	Tuzi, Sarah.
October 03, 2011 to October 09, 2011	Salim, Shufe.Omar.	Bafagih, Shifa.Omar.
October 03, 2011 to October 09, 2011	Schram, Quenten.Alexander.	Macdonald, Quenten.Alexander.Kenneth.
October 03, 2011 to October 09, 2011	Seecharran, Totaram.	Seecharran, Dennis.Totaram.
October 03, 2011 to October 09, 2011	Seibezzi, Christina.Maria.	Longo, Christina.Maria.
October 03, 2011 to October 09, 2011	Sergueeva, Nadia.	Golovin, Nadia.
October 03, 2011 to October 09, 2011	Serzyk, Chana.	Rosenbaum, Honey.
October 03, 2011 to October 09, 2011	Shaw, Brittany.Elena.	Sadovski, Britani.
October 03, 2011 to October 09, 2011	Sheikh, Omar.Ahmed.	Shaikh, Omar.Ahmed.
October 03, 2011 to October 09, 2011	Shen, Yang.	Shen, Sonia.Yang.
October 03, 2011 to October 09, 2011	Shirley, Deirdre.Erin.Colleen.	Votary, Deirdre.Erin.Colleen.
October 03, 2011 to October 09, 2011	Shliemovich, Igor.	Shleimovich, Yehuda.
October 03, 2011 to October 09, 2011	Siegel, Michael.	Rafalovich, Michael.Kirill.
October 03, 2011 to October 09, 2011	Sigouin, Adam.Richard.Terrance.	Doddridge, Adam.Richard.
October 03, 2011 to October 09, 2011	Singh, Bikramjit.	Kang, Bikramjit.Singh.
October 03, 2011 to October 09, 2011	Sinkia-Cox, Yolanda.Stacey.Shaina.	Sinkia, Yolanda.Stacey.Shaina.
October 03, 2011 to October 09, 2011	Sinkia-Cox-Reid, Jaidyn.Xavier.	Reid Sinkia, Jaidyn.Xavier.
October 03, 2011 to October 09, 2011	Sivakumaran, Naroasan.	Sivakumaran, Narosan.
October 03, 2011 to October 09, 2011	Smith, Richard.Kyle.	Irvine, Richard.Kyle.
October 03, 2011 to October 09, 2011	Southcott, Jenni-Lynn.	Warren, Jenni-Lynn.
October 03, 2011 to October 09, 2011	St Fleur-Duforte, Solange.	Duforte, Solange.
October 03, 2011 to October 09, 2011	Stavropoulos, Alexandros.	Etoli, Alexandros.
October 03, 2011 to October 09, 2011	Stewart, Ayesha.Danielle.	Stewart-Mendez, Ayesha.Danielle.
October 03, 2011 to October 09, 2011	Storm, Guinevere.Ann.	Storm, Jennifer.Ann.
October 03, 2011 to October 09, 2011	Sun, Xing.Yi.	Sun, Cynthia.Xingyi.
October 03, 2011 to October 09, 2011	Sutherland, Marthe.Pauline.	Sutherland, Martha.Pauline.
October 03, 2011 to October 09, 2011	Taher, Seerwan.	Tahir, Sirwan.A.
October 03, 2011 to October 09, 2011	Tahsin, Aneeqa.	Hasan, Aneeqa.Tahsin.
October 03, 2011 to October 09, 2011	Talini, Maryam.	Daher Elias, Maryam.Joseph.
October 03, 2011 to October 09, 2011	Tang, Jialin.	Tang, Gerrard.Jialin.
October 03, 2011 to October 09, 2011	Tang, Ming.Keung.	Tang, Ming.Keung.Kam.Tim.
October 03, 2011 to October 09, 2011	Tang, Vinson.	Xuan, Vinson.Wei.
October 03, 2011 to October 09, 2011	Tareke, Saba.Tedla.	Tedla, Saba.Tareke.
October 03, 2011 to October 09, 2011	Tesfatsion, Sarah.Naomi.	Embaye, Sarah.Naomi-Maricos.
October 03, 2011 to October 09, 2011	Thambimuthu Sivaratnam, Thaseekaran.	Sivaratnam, Thaseekaran.
October 03, 2011 to October 09, 2011	Thillainathan, Kowshigan.	Thillainathan, Ashath.
October 03, 2011 to October 09, 2011	Thillainathan, Lathan.	Thillainathan, Prassath.
October 03, 2011 to October 09, 2011	Thomas, Cathryn.Jane.	Thomas, Cathryn.Jayne.
October 03, 2011 to October 09, 2011	Thompson, Alan.Cameron.	Thompson, Cameron.Alan.
October 03, 2011 to October 09, 2011	Torres Gomes, Eduardo.Jose.	Gomes, Eduardo.Jose.Torres.
October 03, 2011 to October 09, 2011	Tran, Thi.Ngoc.Linh.	Tran, Linh.Thi.Ngoc.
October 03, 2011 to October 09, 2011	Tran, Thi.Ngoc.Phuong.	Tran, Phuong.Thi.Ngoc.
October 03, 2011 to October 09, 2011	Tran, Thien.Phuc.	Tran, Phuc.Thien.
October 03, 2011 to October 09, 2011	Tremblay, Joseph.Leon.Jean.	Tremblay, John.Jean.
October 03, 2011 to October 09, 2011	Trudell, Amberlynn.Michelle.	Laczo, Amberlynn.Michelle.
October 03, 2011 to October 09, 2011	Umesh, Abhishek.	Salian, Abhishek.Umesh.
October 03, 2011 to October 09, 2011	Vanderlinden, Kimberly-Anne.Marie.	Matthews, Kimberly-Anne.Marie.
October 03, 2011 to October 09, 2011	Veerapathira Mahadev, Manichelvi.	Senthilnayakan, Manichelvi.
October 03, 2011 to October 09, 2011	Vigh, Tristan.Thomas.	States, Tristan.Thomas.
October 03, 2011 to October 09, 2011	Wallace, Keegan.James.	Wallace-Neville, Keegan.James.
October 03, 2011 to October 09, 2011	Walugembe, Mathew.	Bergh, Mathew.Rodney.Walugembe.
October 03, 2011 to October 09, 2011	Wang, Yixuan.	Wang, Nina.Yixuan.
October 03, 2011 to October 09, 2011	Wardowski, Leszek.Joseph.	Wardowski, Leszek.Franciszek.
October 03, 2011 to October 09, 2011	Wen, Wangmeizi.	Wen, Mei.Wangmeizi.
October 03, 2011 to October 09, 2011	West, Sarah.Lynne.	Tonelli, Sarah.Lynne.
October 03, 2011 to October 09, 2011	White, Dolan.John.	Walker, Dolan.John.
October 03, 2011 to October 09, 2011	Williams, Kathleen.	Steenstra, Kathleen.
October 03, 2011 to October 09, 2011	Wilson, James.Edward.	Wilson, Clifford.James.
October 03, 2011 to October 09, 2011	Wong, Choi.Hung.	Wong, Rainbow.Choi.Hung.
October 03, 2011 to October 09, 2011	Wong, Io.Ieong.	Wong, Colbert.Io.Ieong.
October 03, 2011 to October 09, 2011	Wong, Marco.	Wang, Jian.Zhong.
October 03, 2011 to October 09, 2011	Wong, Tsz.Kiu.	Wong, Venus.Tsz.Kiu.
October 03, 2011 to October 09, 2011	Wraith, Jo-Anne.Maureen.	Meriam Wraith, Jo-Anne.Maureen.
October 03, 2011 to October 09, 2011	Yiin, Peini.	Yin, Penny.Peini.
October 03, 2011 to October 09, 2011	Young, Michael.Charles.Mark.	Di Bernardo, Michael.Charles.Mark.
October 03, 2011 to October 09, 2011	Zaine, Joshua.George.Titteron.	Titterton, Joshua.Goerge.
October 03, 2011 to October 09, 2011	Zender Osorio, Claudia.Alejand.	Rosca-Zender, Claudia.Alejandra.
October 03, 2011 to October 09, 2011	Zhang, Chun.Wai.	Zhang, David.Chun.Wai.
October 03, 2011 to October 09, 2011	Zhang, Ying.	Zhang, Audrey.Ying.
October 03, 2011 to October 09, 2011	Zhiltsov, Michail.	Zhiltsoff, Michael.
October 03, 2011 to October 09, 2011	Zhu, Pingting.	Zhu, Chelsea.
October 03, 2011 to October 09, 2011	Zinken, Courtney.Margaret.	Zinken, Kourtnie..Margaret.
October 03, 2011 to October 09, 2011	Zverev, Viatcheslav.	Ruban, Viatcheslav.

Sandra Leonetti
Deputy Registrar General
(144-G518)

OFNLP Agreement 2011

The Agreement effective as of the 22 day of August, 2011

Between:

Her Majesty The Queen In Right Of Ontario,
as represented by the Minister of Finance

(the “Province”)

- and -

Ontario Lottery And Gaming Corporation
a corporation without share capital established under the Ontario Lottery and Gaming Corporation Act, 1999 (the “OLG”)

- and -

Ontario First Nations Limited Partnership
Ontario First Nations (2008) Limited Partnership
limited partnerships formed under the laws of Ontario

(the “Recipient”)

Recitals:

Whereas the Province is prepared to provide the Recipient with a payment to address the impact of the provincial portion of the harmonized sales tax on Casino Rama net revenues;

Now Therefore in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties agree as follows:

Article 1

Interpretation And Definitions
1. Interpretation. For the purposes of interpretation:
  1. words in the singular include the plural and vice versa;
  2. words in one gender include all genders;
  3. the background and the headings do not form part of the Agreement; they are for reference only and shall not affect the interpretation of the Agreement;
  4. any reference to dollars or currency shall be to Canadian dollars and currency; and
  5. “include”, “includes” and “including” shall not denote an exhaustive list.
2. Definitions. In the Agreement, the following terms shall have the following meanings:
  “Agreement” means this agreement entered into between the Province, OLG and the Recipient and includes all of the schedules listed in section 1.3.
  “Crra” means the Casino Rama Revenue Agreement dated June 9, 2000 and schedules thereto, attached to this Agreement as Schedule “A”.
  “DOA” means the Amended and Restated Development and Operating Agreement dated March 18, 1996 and schedules thereto.
  “Effective Date” means the date set out at the top of this Agreement.
  “Funds” means the funds provided to the Recipient pursuant to the provisions of this Agreement and Article 4 in particular.
  “Grsfa” means the Gaming Revenue Sharing and Financial Agreement dated February 19. 2008 and schedules thereto.
  “Parties” means the Province, the OLG and the Recipient.
  “Party” means either the Province, the OLG or the Recipient.
  “Transaction” means the receipt and distribution of the Funds by the Recipient to First Nations in Ontario pursuant to the provisions of the Crra and Article 4 of this Agreement.
3. Schedules. The Agreement includes the following schedules:
  1. Schedule “A” – Casino Rama Revenue Agreement dated June 9, 2000
  2. Schedule “B” – Full and Final Release
4. Application of Crra. The Parties hereby agree to incorporate by reference all the terms and conditions of the Crra and agree that the Ccra applies to the Transaction and this Agreement, except to the extent that any terms and conditions of the Crra are expressly excluded by the provisions of this Agreement.
Article 2

Representations And Warranties
1. The Recipient represents and warrants to and in favour of the Province:
  1. It is and shall continue to be for the term of the Agreement a validly existing legal entity with full power to fulfill its obligations under the Agreement and to represent all of the First Nations set out in the Crra and the Grsfa. The execution, delivery and performance of this Agreement has been duly and validly authorized by the necessary corporate actions of the Recipient and its general and limited partners and, when executed and delivered by the Recipient, constitutes a legal, valid and binding obligation of the Recipient enforceable in accordance with the terms hereof.
  2. The Recipient has established and shall maintain throughout the Term administrative practices and governance procedures to provide for the prudent and effective management and distribution of the Funds.
  3. The Recipient will use the Funds exclusively for the Transaction and for no other purposes.
  4. The Recipient will promptly notify the Province of any material change that would adversely affect the ability of the Recipient to fulfill its obligations under this Agreement or the carrying out of the Transaction.
2. Compliance with Laws. The Recipient shall be in compliance with all applicable laws which could affect the Recipient and the Agreement during the term.
3. Supporting Documentation. Upon request, the Recipient shall provide the Province with proof of the matters referred to in Article 2 of this Agreement.
Article 3

Term Of The Agreement
1. Term. The term of the Agreement shall commence on the Effective Date and shall expire on the date on which the Recipient has fully expended the Funds for the purposes of carrying out the Transaction.
Article 4

Funds And Reporting
1. Funds Provided. The Province shall direct the OLG to pay the Recipient the Funds in the manner and on the date calculated as below:
  1. Payment Amount: on the execution of this Agreement by all the Parties and the execution of the full and final release required under section 4.4, an amount of $7,296,015 based on the audited financial data and the OLG external auditor’s Specified Procedures Report from Casino Rama for the year ending March 31, 2011, which amount represents the final calculation made by the OLG of the impact of the provincial portion of the harmonized sales tax (“HST”) on the net revenues of Casino Rama for the period July 1, 2010 to March 31, 2011.
2. Set Off. If as a result of the amount determined under section 4.1(a) the Recipient owes any monies, including any Funds, to the Province, whether or not their return or repayment has been demanded by the Province, such monies shall be deemed to be a debt due and owing to the Province and the OLG by the Recipient, and the Province and/or the OLG shall have a right of set-off as against any payments required to be made to the Recipient under the Crra and/or the Grsfa, as well as a right of set-off for any claims made by the Recipient or any First Nations who are limited partners of the Ofnlp or the Ofnlp 2008 (including any First Nations who are unsigned First Nations as at the date of the Agreement and who subsequently become limited partners of the Onflp or the Ofnlp 2008) in respect of the Transaction as against any payments required to be made to the Recipient under the Crra and/or the Grsfa.
3. Use of Funds and Reporting. The Parties agree that the Funds shall be used and reported on in a manner consistent with the use of revenues under the Crra and shall be distributed by the Recipient pursuant to the requirements of the Crra, and that the appointment of the Joint Appointee under the Crra shall include review of this distribution.
4. Release. The Recipient shall execute and deliver to the Province and the OLG a full and final release in the form of the attached Schedule “B”. The executed release shall be held in escrow by counsel for the Recipient and released out of escrow to the Province and the OLG immediately upon payment of the Funds to the counsel for Recipient.
5. No Control of Records. No provision of the Agreement shall be construed so as to give the Province or the OLG any control whatsoever over the Recipient’s records.
6. Enurement. The Agreement shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
Article 5

Governing Law Etc
1. Governing Law. The Agreement and the rights, obligations and relations of the Parties shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada. Any actions or proceedings arising out of or in connection with the Agreement or the Transaction shall be conducted in Toronto, Ontario.
2. Agreement into Effect. The Parties shall do or cause to be done all acts or things necessary to implement and carry into effect the terms and conditions of the Agreement to its full extent.
3. Time. Time is of the essence of this Agreement.
4. Survival. Article 2 (Representations and Warranties) Article 4 (Funds and Reporting), section 6.4 (Indemnification) shall survive any termination or cancellation of this Agreement. Without limiting the foregoing, all representations and warranties of the Recipient contained herein or in any certificate or other writing delivered in connection herewith will survive the transactions contemplated hereby and are material and have been or will be relied upon by the Province and the Olg notwithstanding any investigation made by or on behalf of the Province and the Olg. For the purpose of the foregoing, all statements contained in any certificate or other writing delivered by or on behalf of the Recipient pursuant hereto or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties of the Recipient contained herein.
Article 6

Entire Agreement And Limitation Of Liability
1. Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter contained in the Agreement and supersedes all prior oral or written representations and agreements.
2. Modification of Agreement. The Agreement may only be amended by a written agreement duly executed by the Parties.
3. Limitation of Liability. In no event will the Province or the Olg be responsible for any direct or indirect or consequential damages of any kind sustained by the Recipient or its general partner or limited partners (including any First Nations who are unsigned First Nations as at the date of the Agreement and who subsequently become limited partners of the Ofnlp or the Ofnlp 2008), or any members of its limited partners, arising from the Transaction.
4. Indemnification. The Recipient hereby agrees to indemnify and hold harmless the Province and the Olg from and against any and all liability, loss, costs, damages and expenses (including legal, expert and consultant fees), causes of action, actions, claims, demands, lawsuits or other proceedings, sustained, incurred, brought or prosecuted by its general partners or limited partners (including any First Nations who are unsigned First Nations as at the date of the Agreement and who subsequently become limited partners of the Ofnlp or the Ofnlp 2008) or any member of its limited partners, in any way arising out of or in connection with the Transaction or otherwise in connection with the Agreement.
The Parties have executed this Agreement on the dates set out below.

Her Majesty The Queen In Right Of Ontario
as represented by the Minister of Finance

Date

Ontario Lottery And Gaming Corporation

Name:
Title
I have authority to bind the Corporation

Date

Ontario First Nations Limited Partnership
by its general partner, Ontario First Nations General Partner Inc.

I have authority to bind the limited partnership

Date

Ontario First Nations (2008) Limited Partnership
by its general partner, New Ofnlp General Partner Limited

I have authority to bind the limited partnership

Date

Schedule “A”

Casino Rama Revenue Agreement Dated June 9, 2000

Her Majesty The Queen In Right Of Ontario As Represented By The Honourable James Flaherty, Attorney General And Minister Responsible For Native Affairs And Ontario Lottery And Gaming Corporation And Ontario First Nations Limited Partnership And Mnjikaning First Nation Limited Partnership

Casino Rama Revenue Agreement

Dated: June 9, 2000

This Agreement made on the 9^th day of June, 2000.

Between:

Her Majesty The Queen In Right Of Ontario, as represented by the Honourable James Flaherty, Attorney General and Minister Responsible for Native Affairs

- and -

Ontario Lottery And Gaming Corporation, a Crown agency established pursuant to the Enabling Legislation

- and -

Ontario First Nations Limited Partnership, a limited partnership formed pursuant to the laws of the Province of Ontario

- and -

Mnjikaning First Nation Limited Partnership, a limited partnership formed pursuant to the laws of the Province of Ontario

Recitals

Whereas:

The Province and the Ontario First Nations, as represented by the Chiefs of Ontario, agreed to the establishment of an Ontario First Nations casino as a vehicle to enhance, among other things, the growth and capacity of Ontario First Nations in respect of community development, health, education, economic development and cultural development;
The Complex was established on reserve lands of Mnjikaning First Nation;
Subject to the terms of this Agreement, the Province agrees that the Ontario First Nations as represented by the Limited Partnerships are to receive the Accumulated Net Revenues and the Ongoing Net Revenues in respect of the Complex, as long as the Complex continues to be conducted and managed by Olgc or the Province or Olgc or the Province is entitled to Ongoing Net Revenues, whichever is later;
OFN Limited Partnership has been established by the Ontario First Nations (other than Mnjikaning First Nation), among other things, to receive their share of the Accumulated Net Revenues and the Ongoing Net Revenues in respect of the Complex;
Mnjikaning First Nation has established MFN Limited Partnership to receive their share of the Accumulated Net Revenues and the Ongoing Net Revenues in respect of the Complex;

Now Therefore, in consideration of the respective covenants, agreements, representations and warranties herein contained, and other good and valuable consideration, and with acknowledgement of, and respect for the existing relationships between the Province and the Ontario First Nations, the Province, Olgc, Ofn Limited Partnership and MFN Limited Partnership agree as follows:

Article 1

Interpretation And Purpose
1. Definitions
  
  As used herein, including the recitals and Schedules hereto, the following terms shall have the respective meanings indicated below:
  1. “Accruals” has the meaning ascribed thereto in the OFN Limited Partnership Agreement or the MFN Limited Partnership Agreement, as applicable;
  2. “Accumulated Net Revenues” means the Gross Revenues that have accumulated since the opening of the Complex to and including March 31, 2000, less the amounts paid or withdrawn in accordance with Sections 6.2(i) to 6.2(xv) of the Development and Operating Agreement up to and including such date including, without limitation or duplication, payments of winnings to players, the Win Contribution, the Olgc Charge, and the Operating Expenses, Debt Repayments and Extraordinary Expenses defined as follows:
    1. “Operating Expenses” has the meaning ascribed thereto in the Development and Operating Agreement, and includes without limitation, all amounts, in accordance with the Development and Operating Agreement, paid to the Operator, the Rama Allocation, complimentaries, payments in respect of Specified Local Services, payments under the Ground Lease, insurance premiums, costs incurred in respect of Ff&E Repairs, and generally all other payments made pursuant to and in accordance with the provisions of the Development and Operating Agreement in connection with the operation of the Complex, plus amounts paid or repaid into reserves, including the Capital Renewals Reserve and the Operating Reserves;
    2. “Debt Repayments” means all amounts expended for repayment of debt (including interest and other amounts charged in respect thereof) for the development, financing and operation of the Complex; and
    3. “Extraordinary Expenses” means expenditures which were made or for which a liability has been incurred on or prior to March 31, 2000 on a non-recurring basis, including:
      1. payments made for the Community Centre, Seniors Centre and Off-Site Infrastructure Facilities as provided for in the Development and Operating Agreement as specifically described in Schedule B;
      2. the costs and expenses of the Province in relation to the negotiation and settlement of this Agreement, such amount not to exceed $1,500,000;
      3. the costs and expenses of the Chiefs of Ontario and Mnjikaning First Nation in relation to the negotiation and settlement of this Agreement in the amount of $2,700,000; and
      4. other off-site infrastructure improvements not provided for in the Development and Operating Agreement as specifically described in Schedule B;
  3. “Administrative Office” means the administrative offices identified in the OFN Limited Partnership Agreement or the MFN Limited Partnership Agreement, as the case may be;
  4. “AGCO Levy” means the Alcohol and Gaming Commission of Ontario levy applied against the Complex pursuant to Subsection 14(4)4 of the Enabling Legislation;
  5. “Agreement” means this agreement entitled Casino Rama Revenue Agreement as amended, modified, supplemented or restated by the parties hereto from time to time;
  6. “Agreement Rate of Interest” means the Prime Rate plus 1% per annum, calculated and compounded monthly;
  7. “Ancillary Documents” means in respect of any of this Agreement, the Metis Litigation Agreement, the OFN Limited Partnership Agreement, the MFN Limited Partnership Agreement, the Shareholders Agreement, the Protocol Agreement and the acknowledgements and consents required pursuant to Sections 12.16 and 12.17 hereof, any amendment, supplement or restatement thereof and any notice, consent, waiver, certificate or instrument to be made in respect hereof or thereof;
  8. “Approved Investments” means any investment referred to in Schedule I;
  9. “Approved Operating Budget” has the meaning ascribed thereto in the Development and Operating Agreement;
  10. “Arbitrator” means the person mutually agreed upon by the parties or appointed pursuant to the Arbitration Act, 1991 (Ontario), as further described in Section 9.3;
  11. “Bank Accounts” means the bank accounts established by Olgc for exclusive use in connection with the Complex as defined in Section 6.1 of the Development and Operating Agreement;
  12. “Business Day” means any day which is not a Saturday, Sunday or day observed as a holiday in the Province of Ontario under the laws of the Province of Ontario or the federal laws of Canada applicable therein;
  13. “Capital Renewals” has the meaning ascribed thereto in the Development and Operating Agreement;
  14. “Capital Renewals Reserve” has the meaning ascribed thereto in the Development and Operating Agreement;
  15. “Chiefs in Assembly” means a duly called and properly constituted general meeting of the duly elected Chiefs of Ontario First Nations;
  16. “Chiefs of Ontario” means the not-for-profit company incorporated under the laws of the Province of Ontario under the name Indian Associations Co-Ordinating Committee of Ontario Inc. established by the Ontario First Nations;
  17. “Community Centre” has the meaning ascribed thereto in the Development and Operating Agreement;
  18. “Complex” has the meaning ascribed thereto in the Development and Operating Agreement but does not include any assets, business, facilities and amenities which are established through the use of funds by MFN Limited Partnership pursuant to Section 3.4, but shall include assets acquired using Gross Revenues (including loans or other financing repaid through Gross Revenues) of the Complex;
  19. “Complex Lands” has the meaning ascribed thereto in the Development and Operating Agreement;
  20. “Complex Sublease” has the meaning ascribed thereto in the Development and Operating Agreement;
  21. “Development and Operating Agreement” means the agreement by that name dated March 18, 1996, as amended April 15, 1996, among, inter alia, Ontario Casino Corporation (a predecessor of Olgc), Chippewas of Rama First Nation and Chc Casinos Canada Limited, and as further amended, modified, supplemented or restated from time to time, and includes such further agreements that may be entered into for the development, financing and operation of a hotel and entertainment complex, provided that if the Development and Operating Agreement as herein defined is terminated or not renewed, Development and Operating Agreement shall mean any subsequent agreement or arrangement in which, directly or indirectly, the Province (or Olgc) continues to conduct and manage the Complex or continues to be entitled to receive Ongoing Net Revenues, whichever is later;
  22. “Enabling Legislation” means the Ontario Lottery and Gaming Corporation Act, 1999, and the regulations made thereunder, as the same may be modified, amended or replaced from time to time;
  23. “Ff&E Repairs” has the meaning ascribed thereto in the Development and Operating Agreement;
  24. “Force Majeure” means any bona fide delay or state of affairs beyond the control of a party hereto which shall cause or contribute towards any such party being unable to fulfil or being delayed or restricted in the fulfilment of such party’s obligations, including any such delay or state of affairs attributable in whole or in part to:
    1. the non-supply, non-provision or non-delivery of any service or utility or of the doing of any work or the making of any repairs,
    2. inability to obtain, or shortages in any required material, goods, equipment, service, utility or labour,
    3. any applicable law or by reason of its inability to procure any Governmental Consent, provided in the case of Olgc and the Province, Governmental Consent shall not include any Governmental Consent of Ontario or under the laws of Ontario,
    4. any strikes, lockouts, slowdowns or other combined action of workers or labour disputes,
    5. litigation or threatened litigation,
    6. accidents, acts of God, insurrection, war, riots or civil commotions, or
    7. failure of any Person (other than a party hereto) to provide any consent or approval for which a request is made;
  25. “Future Generations Fund” has the meaning ascribed thereto in the OFN Limited Partnership Agreement;
  26. “Games of Chance” means a lottery scheme that may be conducted and managed by a government of a province under the authority of paragraph 207(1)(a) of the Criminal Code (Canada), as may be amended from time to time;
  27. “General Partners” means the OFN General Partner and the MFN General Partner;
  28. “Governmental Authority” means any government, parliament, legislature, regulatory authority, agency, commission, board, court or instrumentality of Canada or any province thereof having jurisdiction, but excluding Olgc;
  29. “Governmental Consent” means any licence, right, permit, franchise, privilege, registration, direction, decree, consent, order, permission, approval or authority to be issued or provided by a Governmental Authority;
  30. “Gross Revenues” has the meaning ascribed thereto in the Development and Operating Agreement;
  31. “Ground Lease” has the meaning ascribed thereto in the Development and Operating Agreement;
  32. “Ground Rent” has the meaning ascribed thereto in the Development and Operating Agreement;
  33. “Implementation Committee” has the meaning ascribed thereto in Section 8.5.2;
  34. “including” means including without limitation;
  35. “Indebtedness” means all indebtedness for borrowed money, all indebtedness under any conditional sale or other title retention agreement, all liabilities represented by a note or other evidence of indebtedness, all obligations under leases, all guarantees of indebtedness of another Person and all other liabilities of a Person;
  36. “Indian Act” means the Indian Act, R.S.C. 1985, c.I-5, as amended;
  37. “Initial Period” means the five year period beginning August 1, 1996 and ending July 31, 2001;
  38. “Investment Income” has the meaning ascribed thereto in the OFN Limited Partnership Agreement;
  39. “Joint Appointee” means the person appointed under Section 4.4.1 of this Agreement;
  40. “Limited Partner” means an Ontario First Nation which is a limited partner of OFN Limited Partnership;
  41. “Limited Partner Expense” means an Expense as defined in the OFN Limited Partnership Agreement and the MFN Limited Partnership Agreement applicable to a Limited Partner or MFN Limited Partner, as the case may be;
  42. “Limited Partnerships” means OFN Limited Partnership and MFN Limited Partnership;
  43. “Metis Litigation Agreement” means the agreement by that name dated the date hereof among the Province, OFN Limited Partnership and MFN Limited Partnership;
  44. “MFN Claim” has the meaning ascribed thereto in Section 2.8.7;
  45. “MFN General Partner” means Mnjikaning Chippewas General Partner Inc.;
  46. “MFN Limited Partnership” means the Mnjikaning First Nation Limited Partnership;
  47. “MFN Limited Partnership Agreement” means the agreement between MFN General Partner and Mnjikaning First Nation, as amended, modified, supplemented or restated from time to time, a true copy of which is attached hereto as Schedule L;
  48. “Mnjikaning Entity” means Mnjikaning First Nation or any person who is related to or does not deal at arm’s length with Mnjikaning First Nation within the meaning of the Income Tax Act (Canada) (including any entities owned in whole or in part by any such person or by all or substantially all members of Mnjikaning First Nation but excluding individual members of Mnjikaning First Nation );
  49. “Mnjikaning First Nation” and “MFN Limited Partner” means the Chippewas of Mnjikaning First Nation;
  50. “Near Band” means an Ontario aboriginal group recognized by the Chiefs in Assembly that is not a Status Band but which is engaged in processes to become a Status Band (i.e. it has applied for and is actively pursuing recognition as a band under the Indian Act), and “Near Bands” means every Near Band; provided that:
    1. each Ontario aboriginal group referred to in Schedule A.1 at the date hereof shall be deemed to be a Near Band for the period commencing on the beginning of the Initial Period and consistent with the provisions of Section 1.2; and
    2. each Ontario aboriginal group added to Schedule A.1 subsequent to the date hereof pursuant to Section 1.2 shall be deemed to be a Near Band for the period commencing on the date on which it became a Limited Partner pursuant to the OFN Limited Partnership Agreement and consistent with the provisions of Section 1.2;
  51. “Off-Site Infrastructure Facilities” has the meaning ascribed thereto in the Development and Operating Agreement; (az) “OFN General Partner” means Ontario First Nations General Partner Inc.;
  52. “OFN Limited Partnership” means the Ontario First Nations Limited Partnership;
  53. “OFN Limited Partnership Agreement” means the agreement among the Ontario First Nations and the OFN General Partner, as amended, modified, supplemented or restated from time to time, a true copy of which is attached hereto as Schedule K;
  54. “Olgc” means the Ontario Lottery and Gaming Corporation, a Crown agency established pursuant to the Enabling Legislation, its predecessor Ontario Casino Corporation, and its successors and permitted assigns; 10
  55. “Olgc Account” means the account that has been designated by Olgc under Section 6.2(xvi) of the Development and Operating Agreement;
  56. “Olgc Charge” means the Ontario Lottery and Gaming Corporation operating expenses contemplated under Subsection 14(4)3 of the Enabling Legislation, including reimbursement to Olgc of all ongoing costs incurred by it in connection with the fulfilment of its obligations under the Development and Operating Agreement, the Material Agreements (as that term is defined in the Development and Operating Agreement), and this Agreement, including legal, accounting and managerial costs and expenses;
  57. “Ongoing Net Revenues” means the Gross Revenues generated after March 31, 2000, less the Amounts required to be paid or withdrawn in accordance with Sections 6.2(i) to 6.2(xv) of the Development and Operating Agreement from time to time after such date including, without limitation or duplication, payments of winnings to players, the Win Contribution, the Olgc Charge, the Agco Levy, and the Operating Expenses, Debt Repayments and Extraordinary Expenses defined as follows:
    1. “Operating Expenses” has the meaning ascribed thereto in the Development and Operating Agreement, and includes without limitation, all amounts, in accordance with the Development and Operating Agreement, paid to the Operator, the Rama Allocation, complimentaries, payments in respect of Specified Local Services, payments under the Ground Lease, insurance premiums, costs incurred in respect of Ff&E Repairs, and generally all other payments made pursuant to and in accordance with the provisions of the Development and Operating Agreement in connection with the operation of the Complex, plus amounts paid or repaid into reserves, including the Capital Renewals Reserve and the Operating Reserves;
    2. “Debt Repayments” means all amounts expended for repayment of debt (including interest and other amounts charged in respect thereof) related to the development, financing and operation of the Complex; and
    3. “Extraordinary Expenses” means:
      1. the costs and expenses of the Joint Appointee appointed pursuant to Section 4.4;
      2. the cost of the Province incurred to implement and monitor this Agreement to a maximum of $100,000 annually for one full-time equivalent staff person and to a maximum of $50,000 annually for administrative, secretarial, accounting, legal and other expenditures, such amounts to be increased annually by the average annual salary increase paid to employees of the Province classified in the Senior Management Group; and
      3. the amount of any Judgment (as defined in Section 2.15.5), including without limitation or duplication, any award of costs and prejudgment and post judgment interest, in favour of one or more Claimants (as defined in Section 2.15.5), as provided in Section 2.15.6;
  58. “Ontario First Nations” means the First Nations in the Province of Ontario, as further defined in Section 1.2;
  59. “Operating Reserve” has the meaning ascribed thereto in the Development and Operating Agreement;
  60. “Operating Year” has the meaning ascribed thereto in the Development and Operating Agreement;
  61. “Operator” has the meaning ascribed thereto in the Development and Operating Agreement;
  62. “Partnership Expense” means an Expense as defined in the OFN Limited Partnership Agreement and the MFN Limited Partnership Agreement applicable to OFN Limited Partnership or MFN Limited Partnership, as the case may be;
  63. “Permits” has the meaning ascribed thereto in the Development and Operating Agreement;
  64. “Permitted Interim Investments” means any investment referred to in Schedule J;
  65. “Person” or “person” includes an individual, corporation, partnership, firm, trust, joint venture, association, unincorporated organization, body corporate, personal representative, co-operative association or Governmental Authority or an Ontario First Nation;
  66. “Prime Rate” means the rate of interest per annum established and reported by The Bank of Nova Scotia to the Bank of Canada from time to time as a reference rate of interest in order to determine the interest rate it will charge for demand loans in Canadian funds to its Canadian customers and which it refers to as its “prime lending rate” or “prime rate”;
  67. “Protocol Agreement” means the agreement named Casino Rama Protocol Agreement dated the date hereof and to be entered into concurrently with this Agreement among the Limited Partnerships, the Chiefs of Ontario and Mnjkinaning First Nation, an execution ready copy of which is attached hereto as Schedule R;
  68. “Province” means Her Majesty the Queen in right of Ontario;
  69. “Rama Allocation” has the meaning ascribed thereto in the Development and Operating Agreement;
  70. “Rama Entities” has the meaning ascribed thereto in the Development and Operating Agreement;
  71. “Revenue Arrangements” has the meaning ascribed thereto in Section 1.15.1;
  72. “Rolling Draft” means the document entitled “Summary of Discussions to December 1, 1997 First Nations Fund” dated Monday, December 7, 1998, and all previous such summaries of discussion so titled, including documents dated Monday, March 30, 1998, December 1, 1997 and July 26, 1996;
  73. “Seniors Centre” has the meaning ascribed thereto in the Development and Operating Agreement;
  74. “Shareholders Agreement” means the agreement among the OFN General Partner and Ontario First Nations as shareholders of the OFN General Partner of even date as amended and restated from time to time;
  75. “Specified Local Services” has the meaning ascribed thereto in the Development and Operating Agreement;
  76. “Status Band” means an Ontario First Nation that is recognized as a band under the Indian Act; and
  77. “Win Contribution” means the payments made under Subsection 14(4)2 of the Enabling Legislation to the Consolidated Revenue Fund of the Province.
2. Ontario First Nations under this Agreement
  1. For the purposes of this Agreement, Ontario First Nations means the list of Ontario First Nations set forth in Schedule A attached hereto, as it may be added to or changed to reflect First Nations located in Ontario that are Status Bands, and, subject to the provisions of this Section 1.2, Near Bands.
  2. In order for (a) a Near Band listed in Schedule A.1 at the date hereof (an “Existing Near Band”) or (b) an Ontario aboriginal group that is a Near Band which has been recognized subsequent to the date of this Agreement in accordance with Section 2.15 of the OFN Limited Partnership Agreement (a “New Near Band”) to continue to be regarded as a Near Band and an Ontario First Nation for the purposes of this Agreement, it must not incur a Loss of StatusEvent as provided in Section 1.2.4.
  3. If a Near Band’s application to the Department of Indian Affairs and Northern Development of the Government of Canada (“Diand”) to become a Status Band is not approved (a) in the case of an Existing Near Band, by the third anniversary of the date of this Agreement, or (b) in the case of a New Near Band, by the third anniversary of the date on which such New Near Band became a Limited Partner in accordance with Section 2.15 of the Ofn Limited Partnership Agreement, then the relevant Near Band must establish to the reasonable satisfaction of the Province that its application is under active consideration by Diand and that the Near Band has taken all reasonable steps to advance its application to become a Status Band.
  4. In the event that (a) the application of a Near Band to become a Status Band is (i) refused within the applicable three year period referred to in Section 1.2.3, or (ii) neither approved nor refused within such applicable three year period; and (b) the Near Band cannot establish to the reasonable satisfaction of the Province that (i) the application is under active consideration by Diand, and (ii) the Near Band has taken all reasonable steps to advance its application to become a Status Band following such refusal or expiry of such three year period, as the case may be, then the Province shall be entitled to provide a written notice to OFN Limited Partnership that such Near Band has failed to comply with this Section 1.2.4 (a “Loss of Status Event”).
  5. Upon receipt by the OFN Limited Partnership from the Province of a notice of the occurrence of a Loss of Status Event in respect of a Near Band, such Near Band shall immediately cease to be a Near Band for the purposes of this Agreement. Any Near Band which incurs a Loss of Status Event shall not be considered to be an Ontario First Nation for the purposes of this Agreement unless and until it subsequently becomes a Status Band and is recognized in accordance with Section 2.15 of the OFN Limited Partnership Agreement.
  6. 1.2.6 OFN Limited Partnership shall provide timely notice to the Province of any revisions to Schedules 1.1B and 1.1F of the OFN Limited Partnership Agreement and, upon receipt thereof by the Province, Schedules A and A.1 hereof shall be deemed to be amended to give effect to such revisions. Without limiting the generality of the foregoing, if an aboriginal group that is a Near Band ceases to be recognized by the Chiefs in Assembly or suffers a Loss of Status Event, Schedules A and A.1 hereof shall be deemed to be amended accordingly.
  7. OFN Limited Partnership agrees that:
    1. any distribution to which a Near Band may be entitled under this Agreement or the OFN Limited Partnership Agreement shall be made to a sister First Nation band on behalf of the Near Band;
    2. such sister First Nation band shall be responsible for distributing the funds to the Near Band;
    3. all reporting, accountability and other requirements provided for hereunder and in the OFN Limited Partnership Agreement in respect of the Near Band, including providing annually a list of the members of the Near Band to OFN Limited Partnership, shall be performed by the Near Band through the offices of the sister First Nation band; and
    4. notwithstanding the foregoing paragraphs (a), (b) and (c), the sister First Nation band shall not be responsible, liable, in non-compliance with this Agreement or the OFN Limited Partnership Agreement or the acknowledgement and consent of the Near Band required pursuant to Section 12.16, or subject to any remedies, sanctions or other actions against it hereunder or thereunder, for the noncompliance of the Near Band with the provisions of such agreements, acknowledgement and consent.
    For the purpose of this Section 1.2.7, “sister First Nation band” means a First Nation band located in Ontario that is a Status Band, is nominated by a Near Band, and agrees to act on behalf of the Near Band for the purposes contemplated in this Section 1.2.7.
3. References
  
  Except as otherwise specifically indicated, all references to Article, Section and Subsection numbers refer to Articles, Sections and Subsections of this Agreement, and all references to Schedules refer to the Schedules attached hereto. The words “herein”, “hereof”, “hereunder”, “hereinafter”, and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or Subsection hereof. Any defined terms and section references included in definitions contained in this Agreement that reference the Development and Operating Agreement shall be included by reference herein to the extent necessary to give effect to the definitions contained in this Agreement.
4. Accounting Terms
  
  Accounting terms used herein, unless otherwise defined, shall have the meaning accorded thereto by Canadian generally accepted accounting principles. The financial statements referred to herein, whether audited or unaudited, shall be prepared in accordance with Canadian generally accepted accounting principles.
5. Schedules
  
  The Schedules attached to this Agreement and listed below shall have the same force and effect as if the information contained therein were contained in the body of this Agreement:
  1. Schedule A–Ontario First Nations (a.1) Schedule A.1–Near Bands
  2. (a.1) Schedule B–Initial Statement (Accumulated Net Revenues)
  3. Schedule C–Quarterly Statement (Ongoing Net Revenues)
  4. Schedule D–Annual Statement (Ongoing Net Revenues)
  5. Schedule E–Annual Statement (Non-Arm’s Length and Related Party Transactions)
  6. Schedule F–Ontario First Nations Financial Statements
  7. Schedule G–OFN Limited Partnership Report to Province
  8. Schedule H–MFN Limited Partnership Report to Province
  9. Schedule I–Approved Investments
  10. Schedule J–Permitted Interim Investments
  11. Schedule K–OFN Limited Partnership Agreement
  12. Schedule L–MFN Limited Partnership Agreement
  13. Schedule M–Form of Confidentiality Agreement
  14. Schedule N Statement of Claim
  15. Schedule O–Acknowledgement and Consent of Limited Partners
  16. Schedule P–Acknowledgement and Consent of the Chiefs of Ontario
  17. Schedule Q–Acknowledgement and Consent of Mnjikaning First Nation
  18. Schedule R–Protocol Agreement
6. Currency
  
  References to money herein are references to lawful currency of Canada.
7. Number and Gender
  
  Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.
8. Business Days
  
  If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be made or taken on the next Business Day.
9. Calculation of Interest
  
  In calculating interest payable under this Agreement for any period of time, the first day of such period shall be included and the last day of such period shall be excluded.
10. Table of Contents and Headings
  
  The table of contents hereto and the headings of any Article, Section or part thereof are inserted for purposes of convenience only and do not form part hereof.
11. Recitals and Schedules
  
  The recitals and Schedules hereto form part of this Agreement.
12. Statute Reference
  
  Any reference in this Agreement to any statute or any section thereof shall, unless otherwise expressly stated, also be deemed to be a reference to such statute or section as amended, restated, re-enacted or replaced from time to time.
13. Purpose
  
  The purpose of this Agreement is to set out the terms agreed to between the Province and the Limited Partnerships upon which the Accumulated Net Revenues and Ongoing Net Revenues, if any, generated by the Complex will be distributed to the OFN Limited Partnership and MFN Limited Partnership and to provide for certain matters related thereto.
14. No Obligations or Interests
  
  Nothing express or implied in this Agreement:
  1. obliges the Province or Olgc to continue to manage and conduct or provide for the operation of the Complex in the future other than during the term of the Development and Operating Agreement;
  2. creates any interest in the Complex in favour of Ontario First Nations, the Limited Partnerships or the Chiefs of Ontario;
  3. limits the right of Olgc and the Province to conduct and manage the Complex and to provide for its operation in accordance with applicable laws; or
  4. modifies, extinguishes or derogates from any interest that Olgc or any Mnjikaning Entity may have under the Development and Operating Agreement.
15. No Prejudice
  1. Notwithstanding any other provision of this Agreement, except as provided in Sections 1.15.2 1.15.4 and 2.8.8, each of (and any combination of) this Agreement, the Metis Litigation Agreement, the OFN Limited Partnership Agreement, the MFN Limited Partnership Agreement, the Shareholders Agreement, the Protocol Agreement and the acknowledgements and consents required pursuant to Sections 12.16 and 12.17 (collectively the “Revenue Arrangements”) and the Ancillary Documents are without prejudice to any rights, claims or defences that any party hereto, the Chiefs of Ontario or any of the Ontario First Nations may have in respect of:
    1. the MFN Claim referred to in Section 2.8.7;
    2. the claim referred to in Section 10.1 relating to the Win Contribution; or
    3. any claim which asserts an obligation of the Province or Olgc to continue to conduct and manage and provide for the operation of the Complex, or to distribute the revenues of the Complex to Ontario First Nations beyond the term of this Agreement and beyond the term of the Development and Operating Agreement.
  2. Nothing in any of (or in any combination of) the Revenue Arrangements and the Ancillary Documents, including Section 12.5 hereof, shall affect the ability of any court or tribunal to determine the admissibility of and, if admissible, to rely upon, prior or contemporaneous negotiations, agreements, representations, discussions, understandings, proposals, whether oral or written, including the Rolling Draft, in respect of the claims referred to in Section 1.15.1. Notwithstanding the foregoing, the parties agree that the existence of the Revenue Arrangements and the Ancillary Documents and any of the provisions contained herein or therein and the contents of any negotiations leading to the Revenue Arrangements and any Ancillary Documents after December 7, 1998, will not be advanced as evidence or legal argument in support or defence of any of the claims or defences referred to in Section 1.15.1.
  3. Nothing in any of (or in any combination of) the Revenue Arrangements and the Ancillary Documents shall affect the ability of a party to commence an action contemplated by Section 1.15.1 of this Agreement prior to the expiry of the term of this Agreement or the Metis Litigation Agreement.
  4. The parties agree that notwithstanding the outcome of the claims contemplated by Section 1.15.1, but subject to Section 2.8.8, the parties shall be bound by the other terms of this Agreement until this Agreement is terminated in accordance with its terms.
  5. Nothing in any of (or in any combination of) the Revenue Arrangements and the Ancillary Documents abrogates or derogates from any existing aboriginal or treaty right pursuant to Section 35 of the Constitution Act, 1982.
Article 2

Transfer Of Funds
1. Acknowledgement of Accumulated Net Revenues Received to Date
  1. The Limited Partnerships acknowledge and agree to the receipt by the Chiefs of Ontario of $2,700,000 out of the Gross Revenues referenced in Section 1.1(b) representing the costs and expenses of the Chiefs of Ontario and Mnjikaning First Nation in negotiating and settling this Agreement.
  2. The Limited Partnerships acknowledge and agree to the receipt by the Province of the sum of $1,500,000 out of the Gross Revenues referenced in Section 1.1(b) representing the costs and expenses of the Province in negotiating and settling this Agreement.
2. Immediate Transfer to OFN Limited Partnership
  
  Olgc has today provided to OFN Limited Partnership a certified cheque or other immediately available funds in the amount of $266,223,948.46, being 65% of the Accumulated Net Revenues including all interest earned thereon.
3. Immediate Transfer to MFN Limited Partnership
  
  Olgc has today provided to MFN Limited Partnership a certified cheque or other immediately available funds in the amount of $143,351,356.86, being 35% of the Accumulated Net Revenues including all interest earned thereon.
4. Monthly Transfer to OFN Limited Partnership
  
  Subject to Section 2.8, Olgc shall transfer to Ofn Limited Partnership, by way of wire transfer, as soon as reasonably practicable but in no event later than the last Business Day of each month, 65% of all funds accumulated in the Olgc Account for the preceding month (including all interest earned thereon), less amounts paid for or amounts reserved to pay liabilities in respect of Extraordinary Expenses (as the term is defined in the definition of Ongoing Net Revenues). Such amount shall be transferred to an account designated by OFN Limited Partnership for this purpose. The funds transferred each month will constitute the monthly instalment of Ongoing Net Revenues which will be reconciled at the end of each Operating Year as contemplated by Section 2.6.
5. Monthly Transfer to MFN Limited Partnership
  
  Subject to Section 2.8, Olgc shall transfer to Mfn Limited Partnership, by way of wire transfer, as soon as reasonably practicable but in no event later than the last Business Day of each month, 35% of all funds accumulated in the Olgc Account for the preceding month (including all interest earned thereon), less amounts paid for or amounts reserved to pay liabilities in respect of Extraordinary Expenses (as the term is defined in the definition of Ongoing Net Revenues). Such amount shall be transferred to an account designated by MFN Limited Partnership for this purpose. The funds transferred each month will constitute the monthly instalment of Ongoing Net Revenues which will be reconciled at the end of each Operating Year as contemplated by Section 2.6.
6. Transfers of Ongoing Net Revenues to the Limited Partnerships
  
  After the transfer of Accumulated Net Revenues pursuant to Sections 2.2 and 2.3, Olgc shall transfer Ongoing Net Revenues by way of monthly installments as required by Sections 2.4 and 2.5, except as otherwise provided in this Agreement. The amounts transferred under Sections 2.4 and 2.5 shall be reconciled with the Ongoing Net Revenues as reported in the report contemplated by Section 2.13.3 at the end of each Operating Year and any adjustment required after such reconciliation will be settled by way of increase or decrease in the next monthly transfers under Sections 2.4 and 2.5 provided, however, that in no circumstances shall Olgc be required to pay amounts in excess of amounts deposited into the Olgc Account pursuant to the Development and Operating Agreement nor, for greater certainty, be charged interest on account or in respect of any such excess amount. This provision does not affect the Province’s obligation under Section 9.5.
7. No CommingIing
  
  Ongoing Net Revenues deposited into the Olgc Account pursuant to Section 6.2(xvi) of the Development and Operating Agreement shall be held and maintained separately by Olgc and not commingled with any other funds of Olgc or the Province, pending distribution in accordance with the terms of this Agreement. Olgc shall cause funds deposited in the Olgc Account to be held in an account maintained with a Canadian chartered bank listed in Schedule I to the Bank Act (Canada) which account bears a competitive rate of interest, taking into consideration the amount and duration of balances that are held therein. Olgc agrees that it shall cause the Operator to make payments required to be made by it from time to time into the Olgc Account in accordance with Section 6.2(xvi) of the Development and Operating Agreement.
8. Post-Initial Period
  1. 1. Subsequent to the Initial Period, the 35% share of Ongoing Net Revenues referred to in Section 2.5 shall be subject to and distributed in accordance with this Section 2.8.
    2. OFN Limited Partnership and MFN Limited Partnership agree with the Province that the Protocol Agreement shall provide that the 35% allocation of Ongoing Net Revenues referred to in Section 2.5 shall, for the period(s) subsequent to the Initial Period, be reviewed by the Chiefs in Assembly before July 31, 2001 and that, except as may be consented to in writing by the Province, Sections 3.1 and 3.7 of the Protocol Agreement will not, directly or indirectly, be amended. Any amendment or deletion, directly or indirectly, of Section 3.1 or 3.7 of the Protocol Agreement without the Province’s written consent will be void and of no force and effect for the purposes of this Agreement.
  2. Pending a judgment of a court of final jurisdiction with no further right of appeal in the MFN Claim, and on at least 60 days’ prior notice to Olgc and the Province, the 35% share of Ongoing Net Revenues referred to in Section 2.5 shall be distributed, in accordance with a joint direction of the Chiefs of Ontario as directed by the Chiefs in Assembly and of Mnjikaning First Nation (a) to one or both of the Limited Partnerships, and (b) as to any disputed amount referred to in the joint direction, to a joint account jointly established by the Limited Partnerships, and designated in writing by the Limited Partnerships to Olgc.
  3. Following a judgment of a court of final jurisdiction with no further right of appeal in the MFN Claim, (i) the 35% share of Ongoing Net Revenues
    
    referred to in Section 2.5 in respect of all periods after the expiry of any joint direction under Section 2.8.2, and (ii) all amounts (if any) held in the joint account jointly established by the Limited Partnerships under the Protocol Agreement (as referred to in Section 2.8.2 hereof), shall be distributed in accordance with the said judgment:
    1. as to any entitlement of Mnjikaning First Nation pursuant to the said judgment, to MFN Limited Partnership in the manner set forth in Sections 2.5 and 2.8.8; and otherwise
    2. to MFN Limited Partnership and/or OFN Limited Partnership on such percentage basis as the Chiefs of Ontario may from time to time direct on at least 60 days’ prior notice to Olgc and the Province by way of a copy of a resolution passed by the Chiefs in Assembly, for such periods as the directions may provide, in the same manner (except as to percentages) as set forth in Sections 2.4 and 2.5.
  4. During the period referred to in Section 2.8.2, where Olgc does not receive a joint direction under Section 2.8.2, it shall retain in a segregated account the 35% share of Ongoing Net Revenues referred to in Section 2.5. Olgc shall cause such funds to be held in an account maintained with a Canadian chartered bank listed in Schedule I to the Bank Act (Canada) which account bears a competitive rate of interest, taking into consideration the amount and duration of balances that are held therein.
  5. Subsequent to the Initial Period, OFN Limited Partnership shall distribute Ongoing Net Revenues received by it pursuant to Section 2.4 as modified by this Section 2.8 together with interest accrued thereon on the basis of a formula determined from time to time by a resolution of the Chiefs in Assembly. Such formula shall provide for a transfer of a portion of such funds (and interest accrued thereon) to each Limited Partner, and shall incorporate factors reflecting the 23 population and remoteness of Ontario First Nations and such other factors as the Chiefs of Ontario may from time to time determine with the prior written approval of the Province, such approval not to be unreasonably withheld.
  6. The parties hereto agree that any direction delivered to Olgc and the Province in accordance with Section 2.8.2 or Section 2.8.3(b) of this Agreement shall be final and binding in all respects concerning the distribution to the Limited Partnerships of any amounts of Ongoing Net Revenues in accordance with the terms of such direction and no proceedings of any kind whatsoever shall be taken against or by the Province or Olgc or their respective directors, officers, employees, servants or agents for the recovery or repayment of any amounts of Ongoing Net Revenues distributed to the Limited Partnerships in accordance with the terms of any such direction.
  7. The parties hereto acknowledge and agree that, except as provided in Sections 1.15.2, 1.15.4 and 2.8.8, nothing in this Agreement shall:
    1. prejudice or affect any claim which may be instituted in a legal proceeding by or against Mnjikaning First Nation in respect of an alleged continuing entitlement of Mnjikaning First Nation to receive a 35% share of Ongoing Net Revenues beyond the Initial Period (the “MFN Claim”); or
    2. constitute any admission or recognition by the Province, Olgc, Ofn Limited Partnership, the Chiefs of Ontario or any Ontario First Nation that Mnjikaning First Nation is legally entitled to receive any percentage of Accumulated Net Revenues or Ongoing Net Revenues except as provided by this Agreement.
  8. 1. In the event there is a judgment of a court of final jurisdiction with no further right of appeal in the MFN Claim which entitles Mnjikaning First Nation to receive a share of the Ongoing Net Revenues which is different from that:
      1. provided for in this Agreement;
      2. provided for in a distribution scheme determined by the Province in the event this Agreement is terminated pursuant to Section 11.4, Section 11.6 or otherwise; or
      3. provided for by a negotiated or unilaterally imposed amendment to this Agreement under Section 2.15.5, Section 11.4, Section 11.6 or otherwise; the parties agree that this Agreement or such distribution scheme or such amendment, as the case may be, shall be automatically amended to the extent necessary to give effect to such judgment as it relates only to the share of the Ongoing Net Revenues to be distributed to MFN Limited Partnership.
    2. MFN Limited Partnership agrees that Mnjikaning First Nation shall not seek or enforce any other remedy in respect of the MFN Claim which would, directly or indirectly, conflict or be inconsistent with the terms of this Agreement, or any distribution scheme determined by the Province in the event this Agreement is terminated pursuant to Section 11.4, Section 11.6 or otherwise, it being the intention of the parties that notwithstanding the outcome of the MFN Claim, MFN Limited Partnership shall continue to be bound by all other terms of this Agreement.
9. No Other Transfers
  
  Olgc shall not distribute, pay, use or transfer any Ongoing Net Revenues from the Olgc Account except in accordance with this Agreement or in accordance with applicable law, without prejudice to the rights and remedies of the Limited Partnerships under applicable law.
10. [Intentionally deleted]
11. Interest on Late Transfers
  
  If any amount to be transferred by Olgc under this Article 2 is not transferred on the date Olgc is required to transfer such amount, such amount shall bear interest from such date (or, in the case of transfers provided for in any of Sections 2.4, 2.5, 2.8.2 and 2.8.3, from the last Business Day of the relevant month) until the date of transfer at the Agreement Rate of Interest, except in the case of Force Majeure in which case such amount shall bear interest at the actual rate received by Olgc thereon.
12. Books and Records
  
  Olgc shall keep, or cause to be kept, full, complete and adequate books of account and such other records as are necessary to reflect the results of the operation of the Complex. Olgc shall keep, or cause to be kept, the books and records for the Complex in all material respects in accordance with Canadian generally accepted accounting principles.
13. Reports
  1. Initial Report to Limited Partnerships – Accumulated Net Revenues
    
    Olgc shall, as soon as practicable, but no less than 90 days after the date hereof, prepare and submit to OFN Limited Partnership and MFN Limited Partnership, a report substantially in the form of Schedule B setting out the calculation of the Accumulated Net Revenues transferred to OFN Limited Partnership and MFN Limited Partnership under Sections 2.2 and 2.3 hereof together with an auditor’s report thereon.
  2. Quarterly Report to Limited Partnerships–Ongoing Net Revenues
    
    Olgc shall provide to OFN Limited Partnership and MFN Limited Partnership within 90 days from the date hereof, and quarterly thereafter, a report substantially in the form of Schedule C (as amended from time to time to reflect changes in the Development and Operating Agreement), setting out the calculation of the Ongoing Net Revenues paid to OFN Limited Partnership and MFN Limited Partnership for each quarter under Article 2.
  3. Annual Report to Limited Partnerships
    
    Olgc shall, within 90 days after the end of each Operating Year of the Complex, prepare and submit to OFN Limited Partnership and MFN Limited Partnership a report substantially in the form of Schedule D (as amended from time to time to reflect changes in the Development and Operating Agreement), setting out the calculation of the Ongoing Net Revenues transferred to OFN Limited Partnership and MFN Limited Partnership for the Operating Year under Sections 2.4 and 2.5 (or as may be modified by Section 2.8) together with an auditor’s report thereon.
  4. Non-Arm’s Length Report
    
    Olgc shall, as soon as practicable but not less than 90 days after the end of each Operating Year, prepare and submit (or cause the Operator to prepare and submit) to OFN Limited Partnership and MFN Limited Partnership, a report substantially in the form of Schedule E setting forth a description of the nonarm’s length contracts and transactions (as defined in Section 8.7.1(b) of this Agreement) or series of such transactions exceeding $100,000 which occurred during such Operating Year, other than those with any Mnjikaning Entities, together with an auditor’s report thereon.
  5. Annual Financial Statements for Complex
    
    Olgc shall deliver to Ofn Limited Partnership as soon as practicable and, in any event, within 90 days after the end of each Operating Year of the Complex, the annual audited financial statements of the Complex approved by Olgc’s external auditors.
  6. Other Information
    
    Olgc shall provide the following information to the directors of the OFN General Partner and the MFN General Partner, in at least sufficient detail for such directors to administer their businesses, and the rights and interests of the Limited Partnerships under this Agreement and the agreements referred to herein:
    1. financial projections for the Complex for the following Operating Year within 10 days of approval thereof by the Olgc Board of Directors and the Province; and
    2. financial performance and information for the Complex on the basis provided to the Board of Directors of Olgc on a quarterly basis; and Ofn General Partner and Mfn General Partner acknowledge that any financial projections for the Complex are estimates and the giving of such projections shall not be construed as a guarantee or warranty by the Operator or Olgc that such projections will, in fact, occur.
14. Confidentiality
  1. Each of Ofn Limited Partnership and Mfn Limited Partnership agrees to maintain in confidence all information provided by Olgc pursuant to this Article 2 in accordance with Section 12.1. OFN Limited Partnership and MFN Limited Partnership shall cause the directors of OFN General Partner and MFN General Partner, respectively, to execute appropriate confidentiality arrangements in favour of the respective Limited Partnership in accordance with Section 12.1 and substantially in the form of Schedule M, and OFN Limited Partnership and MFN Limited Partnership agree that any breach by any director of such confidentiality arrangements shall be deemed to be a breach of this Agreement by OFN Limited Partnership or MFN Limited Partnership, as the case may be.
  2. Should OFN Limited Partnership or MFN Limited Partnership breach the confidentiality provisions contained in Section 2.14.1, or should any director of OFN General Partner or MFN General Partner breach the confidentiality provisions referred to in Section 2.14.1, Olgc may, in its discretion and acting reasonably, cease providing all or part of the information which Olgc is required to provide under this Agreement, for such time and to such persons as Olgc may determine.
15. Unsigned First Nations
  1. Capitalized terms used in this Section 2.15 but not otherwise defined in this Agreement shall have the respective meanings given to them in the OFN Limited Partnership Agreement.
  2. The parties acknowledge and agree that Section 5.3 of the OFN Limited Partnership Agreement includes certain provisions dealing with Unsigned First Nations.
  3. OFN Limited Partnership represents and warrants that the OFN Limited Partnership Agreement shall provide that OFN General Partner will hold in a segregated account all amounts to which Unsigned First Nations would be entitled had they been Limited Partners (the “Held Amounts” and individually, a “Held Amount”) and that each such amount will not be distributed to any person other than the Unsigned First Nation to which it relates except as provided in this Section 2.15 hereof and in Section 5.3 of the OFN Limited Partnership Agreement. OFN Limited Partnership and the Province shall review this Section 2.15 at the end of each fiscal year of OFN Limited Partnership and determine whether the Held Amounts should continue to be held by OFN General Partner or otherwise used as provided in Section 5.3 of the OFN Limited Partnership Agreement.
  4. .1 Subject to Section 2.15.6, OFN General Partner shall pay out of the Held Amount attributable to an Unsigned First Nation (but not otherwise), such amounts as are necessary in order to satisfy all claims, actions, demands, losses, damages, costs, liabilities, fines, expenses (including, without limitation or duplication, legal fees and disbursements) or other proceedings, by whomsoever made, sustained, brought or prosecuted, whether joint or several, together with interest thereon at the Agreement Rate of Interest from the date each is incurred until the date it is satisfied (collectively “Losses”), which are suffered by the parties to this Agreement or the Protocol Agreement or any of their respective directors, officers, employees, servants or agents (each a “Protected Party” and collectively, the “Protected Parties”) and which are attributable to any claim by such Unsigned First Nation:
    1. that it has an interest in the subject matter of this Agreement, the Metis Litigation Agreement, or the Protocol Agreement that is not subject to the terms of those agreements; or
    2. that it is entitled to any amount or rights greater than those provided for under the OFN Limited Partnership Agreement; (all such Losses being the Unsigned First Nation’s “Liabilities”); provided that, if such Held Amount is not sufficient to satisfy all of the Unsigned First Nation’s Liabilities in full, OFN General Partner shall divide and distribute such Held Amount among the relevant Protected Parties in such shares as their respective entitlements to compensation bear to the total entitlements to compensation of all such Protected Parties.
  5. .2 Subject to Section 2.15.6, in the event that the Held Amount attributable to an Unsigned First Nation is not sufficient to satisfy all of its Liabilities, OFN General Partner shall divide and distribute all future payments to which such Unsigned First Nation (whether such Unsigned First Nation becomes a Limited Partner or not) would otherwise become entitled under the Revenue Agreement and the OFN Limited Partnership Agreement among the relevant Protected Parties on the same basis as set out in Section 2.15.4.1 until the Unsigned First Nation’s Liabilities are satisfied in full.
  6. If one or more Unsigned First Nations obtain a judgment of a court of final jurisdiction with no further right of appeal (the “Claimants”), which establishes or declares any right or entitlement claimed by an Unsigned First Nation as contemplated in Section 2.15.4.1 (the “Judgment”) the parties agree, subject to the terms of the Judgment, to enter into good faith negotiations with each other and the Claimants in accordance with the Judgment, for the distribution of the Ongoing Net Revenues of the Complex through such amendments to this Agreement as are necessary to address the terms of the Judgment. In the event that the parties to this Agreement and the Claimants are unable to negotiate any such mutually acceptable agreement within 180 days of the Judgment, the Province may unilaterally amend this Agreement to address the terms of the Judgment by providing written notice to the other parties hereto of the Province’s election to unilaterally amend this Agreement pursuant to this Section and the terms of such unilateral amendment. Upon such unilateral amendment, the Province will distribute Ongoing Net Revenues to Ontario First Nations on a fair and reasonable basis and, to the extent possible, on terms consistent with the terms of this Agreement prior to its amendment. The parties acknowledge that an objective of any amendment negotiated or unilaterally imposed shall be to minimize the changes to the existing terms of this Agreement.
  7. Notwithstanding Section 2.15.4, the parties agree that the amount of any Judgment, including without limitation or duplication, any award of costs and prejudgment and postjudgment interest, in favour of one or more Claimants shall be payable by Olgc as an Extraordinary Expense which shall be deducted from Gross Revenues as contemplated in Section 1.1(aaf)(3) and any Held Amount attributable to that Claimant shall first be used to satisfy all Liabilities of that Claimant other than those referred to in this Section 2.15.6 and upon such satisfaction, any balance of such Held Amount shall be used to satisfy the Liabilities of such Claimant referred to in this Section 2.15.6.
Article 3

Use Of Funds
1. Use of Funds by OFN Limited Partnership
  1. Subject to Accruals, Approved Investments and Partnership Expenses, 75% of the funds received by OFN Limited Partnership from Olgc under Article 2 shall be distributed among Ontario First Nations (other than Mnjikaning First Nation) in accordance with the provisions contained in Articles 5 and 6 of the OFN Limited Partnership Agreement.
  2. Subject to the Métis Litigation Agreement, 25% of the funds received by OFN Limited Partnership from Olgc under Article 2 shall be held, invested and distributed as the Future Generations Fund in accordance with the provisions of the OFN Limited Partnership Agreement.
2. OFN and MFN Limited Partnership Agreement Provisions to be Unamended
  1. Except as may be consented to in writing by the Province, OFN Limited Partnership agrees that:
    1. Sections 2.2, 5.1, 6.2, the definitions of “Formula” as well as the defined terms included in such Sections and definition, of the OFN Limited Partnership Agreement, shall remain unamended for the Initial Period;
    2. Sections 2.1, 2.3, 2.4, 2.5, 2.15, 2.16, 5.2, 5.3, 6.1, 6.6, 7.1, 11.1, 11.2, 11.3, 11.4, 11.5, 12.2, 12.3, 12.4, 15.4, 16.1, 17.5 and 19.1, the definitions of “Accruals”, “Approved Investments”, “Approved Purposes”, “Expenses” and “Permitted Interim Investments” and Schedules 11.1 and 11.2(a), as well as the defined terms included in such Sections and definitions, of the OFN Limited Partnership Agreement, shall remain unamended for the term of this Agreement; and
    3. Sections 6.2, 8.1, 8.2, 8.3 and 8.4, as well as the defined terms included in such Sections, of the OFN Limited Partnership Agreement shall remain unamended during the term the Metis Litigation Agreement remains in force.
    Any amendment or deletion of any such provision without the Province’s written consent will be void and of no force and effect for the purposes of this Agreement.
  2. Except as consented to in writing by the Province, MFN Limited Partnership agrees that:
    1. Section 2.2, as well as the defined terms included in such Section, of the MFN Limited Partnership Agreement shall remain unamended for the Initial Period;
    2. Sections 2.1, 2.3, 2.4, 2.5, 6.1, 7.1, 11.1, 11.2, 11.3, 11.4, 11.5, 12.2, 12.3, 12.4, 15.4, 16.1, 17.5 and 19.1, the definitions of “Accruals”, “Approved Investments”, “Approved Purposes”, “Expenses”, “Permitted Interim Investments” and Schedules 11.1 and 11.2(a), as well as the defined terms included in such Sections and definitions, of the MFN Limited Partnership Agreement shall remain unamended for the term of this Agreement; and
    3. Sections 8.1, 8.2, 8.3 and 8.4, as well as the defined terms included in such Sections, of the MFN Limited Partnership Agreement shall remain unamended during the term the Metis Litigation Agreement remains in force.
    Any amendment or deletion of any such provision without the Province’s written consent will be void and of no force and effect for the purposes of this Agreement.
  3. OFN Limited Partnership and MFN Limited Partnership agree that:
    1. the definitions of “Investment Income” and “Expenses” in the OFN Limited Partnership Agreement will not be amended without the consent of MFN Limited Partnership; and
    2. the definitions of “Investment Income” and “Expenses” in the MFN Limited Partnership Agreement will not be amended without the consent of OFN Limited Partnership.
3. Purposes of Funds
  1. OFN Limited Partnership agrees with the Province that the OFN Limited Partnership Agreement shall provide that the funds distributed by it to Ontario First Nations, including the Future Generations Fund and Investment Income from Approved Investments, shall, subject to Partnership Expenses, Limited Partner Expenses, Accruals and Approved Investments pending expenditure in accordance with this Section 3.3, be used by Ontario First Nations for capital and/or operating expenditures in respect of (a) community development; (b) health; (c) education; (d) economic development; (e) cultural development, of Ontario First Nations (other than Mnjikaning First Nation) and their territories and members; which may include (i) the service or repayment of any Indebtedness existing at the date hereof in respect of any of the foregoing purposes; (ii) the service or repayment of any Indebtedness incurred subsequent to the date hereof in respect of any of the foregoing purposes; and (iii) the defence and enforcement of any rights or claims in respect of any of the foregoing purposes.
  2. OFN Limited Partnership, MFN Limited Partnership and the Province recognize that many expenditures could reasonably be categorized as more than one of the foregoing.
  3. Where, in respect of Indebtedness incurred prior to the date of this Agreement:
    1. there is some evidence that the Indebtedness was incurred for one or more of the purposes referred to in this Section 3.3; and
    2. the lack of more complete evidence is reasonably attributable to one or more of the period of time that has passed since the incurrence of such Indebtedness, any loss of records due to fire, flood or other reasons beyond the Limited Partner’s control, consolidation or other refinancing of Indebtedness, or limitations of record-keeping of the Limited Partner due to its limited size, remoteness or lack of financial resources;
    then OFN Limited Partnership and the Province agree that the Joint Appointee shall resolve any reasonable doubt as to whether or not the Indebtedness was incurred for one or more of the purposes referred to in this Section 3.3 in favour of a conclusion that the Indebtedness was so incurred.
4. Use of Funds by MFN Limited Partnership
  1. Subject to the Metis Litigation Agreement, Accruals, Partnership Expenses, Limited Partner Expenses and Approved Investments pending expenditure in accordance with this Section 3.4.1, the funds received by MFN Limited Partnership from Olgc under Article 2 whether during the Initial Period or thereafter and distributed to Mnjikaning First Nation in accordance with the MFN Limited Partnership Agreement, shall, unless otherwise agreed by way of a written amendment in accordance with Section 12.4, be used:
    1. directly for the purposes of creating:
      1. a competitive advantage for the Complex as a destination resort; and
      2. developments, facilities and services to promote a greater and broader range of visitors to the Complex; including additional developments, facilities and services outside the scope of the Complex, such as hotel, resort, entertainment, recreational and cultural facilities, and facilities ancillary thereto, and other commercial, economic and similar developments and facilities, which are constructed for the purpose of attracting a greater and broader range of visitors to the Complex; provided that such facilities and services are not incompatible in a material respect with any business planning programs mutually agreed between any Mnjikaning Entity that is a party to the Development and Operating Agreement and Olgc; and
    2. in respect of the purposes of:
      1. facilitating, promoting and enhancing economic, community and cultural development in the Mnjikaning First Nation area and surrounding area;
      2. creating developments, facilities and services to provide health, education, training and other similar services for Members of Mnjikaning First Nation; and
      3. maintaining, developing and improving the infrastructure of Mnjikaning First Nation, to support and advance community development, health, education, economic development and cultural development of Mnjikaning First Nation.
  2. OFN Limited Partnership, MFN Limited Partnership and the Province agree that the uses of funds set out in Section 3.4.1(b) will be deemed to have the result of indirectly increasing the competitive advantage of the Complex.
  3. Subject to Accruals, Partnership Expenses, Limited Partner Expenses and Approved Investments pending the use of funds in accordance with Section 3.4.1, the funds received by MFN Limited Partnership and Investment Income from Approved Investments shall be used primarily for the purposes set out in Section 3.4.1(a).
  4. The uses of funds in paragraphs 3.4.1(a) and (b) may, subject to Section 3.4.3, include (i) the service or repayment of any Indebtedness existing at the date hereof incurred by Mnjikaning First Nation after July, 1996 in respect of any of the purposes set out in those paragraphs; and (ii) the defence and enforcement of any rights or claims in respect of any of those purposes.
5. First Nations Traditions
  
  The parties acknowledge and agree that the purposes set forth in Sections 3.3 and 3.4 are to be interpreted to include within their meaning and scope the cultures, traditions, values, beliefs, methods and practices of Ontario First Nations.
6. Returns from Permitted Investments
  
  The restrictions in Sections 3.3 and 3.4 apply to Investment Income earned on such funds and to returns of capital in respect of such funds but do not apply to the use or distribution of income from businesses, interests or facilities established, developed or enhanced through funding under Section 3.3 or Section 3.4.
Article 4

First Nations Reporting
1. Report to OFN Limited Partnership by Limited Partners
  
  OFN Limited Partnership agrees that the OFN Limited Partnership Agreement shall provide that each Limited Partner which has received a distribution under Section 3.1 for a fiscal year shall provide to OFN Limited Partnership audited financial statements for the distributions and expenses during the fiscal year within 120 days of the fiscal year end of the OFN Limited Partnership. OFN Limited Partnership will use reasonable efforts to obtain from each Limited Partner that has received a distribution under Section 3.1 the audited statements in accordance with the terms of the OFN Limited Partnership Agreement. The financial statements shall show the expenses by category as set forth in Section 3.3.1, and the amount of such expenses that, in the reasonable opinion of the Limited Partner, are for the benefit of future generations, and shall be substantially in the form of Schedule F. Ofn Limited Partnership shall provide a copy of such financial statements to the Joint Appointee within 10 days of receipt thereof.
2. OFN Limited Partnership Report to Province
  1. Based on a review of the reports it has received referred to in Section 4.1 above, OFN Limited Partnership shall provide to the Province and the Joint Appointee annually within a reasonable time, but not later than 150 days after OFN Limited Partnership’s fiscal year end, a report substantially in the form of Schedule G.
  2. If a Limited Partner that has failed to provide the report contemplated in Section 4.1 within the time period referred to therein, subsequently delivers the contemplated report to OFN Limited Partnership, then OFN Limited Partnership shall deliver to the Province and the Joint Appointee a supplemental report in relation to that Limited Partner. The supplemental report shall be substantially in the form of Schedule G and shall be delivered within 30 days of OFN Limited Partnership having received the late report from the Limited Partner. Sections 4.2, 4.3, 4.4, 4.5, 4.6 and 4.8 shall apply to any such supplemental report.
  3. OFN Limited Partnership shall also deliver to the Province and the Joint Appointee within a reasonable time, but not later than 90 days after Ofn 35 Limited Partnership’s fiscal year-end, audited financial statements of OFN Limited Partnership, including a schedule setting forth the specific amount of funds transferred to each Limited Partner during such year and the dates of such distributions and also including a schedule setting forth: (i) the Held Amount attributable to each Ontario First Nation that was an Unsigned First Nation at the end of such fiscal year; and (ii) the total of the Held Amounts at the end of such fiscal year.
  4. OFN Limited Partnership shall also deliver to the Province and the Joint Appointee within a reasonable time, but not later than 90 days after OFN Limited Partnership’s fiscal year-end, audited financial statements for the Future Generations Fund held by it for the year then ended.
3. MFN Limited Partnership Report to OFN Limited Partnership and Province.
  1. MFN Limited Partnership shall provide to OFN Limited Partnership and the Joint Appointee:
    1. not later than 90 days after MFN Limited Partnership’s fiscal year end, audited financial statements; and
    2. within a reasonable time, but not later than 30 days, after the end of each of the first three quarters of such fiscal year, unaudited quarterly financial statements; for its distributions, expenditures and all Section 3.1 Amounts (as defined in the Metis Litigation Agreement) during that fiscal period.
  2. MFN Limited Partnership shall provide a report substantially in the form of Schedule H to OFN Limited Partnership and the Joint Appointee annually within a reasonable time, but not later than 90 days after MFN Limited Partnership’s fiscal year end.
  3. OFN Limited Partnership shall provide a copy of the financial statements referred to in Section 4.3.1 and the Schedule H report referred to in Section 4.3.2 to the Province annually within a reasonable time, but not later than 90 days after the receipt thereof.
4. Joint Appointee
  1. The Province and OFN Limited Partnership shall, within 120 days of the date of this Agreement, within 60 days after the second anniversary date hereof, and annually thereafter, mutually appoint a person, not in the employ of the Province or of the Ontario First Nations, who shall be a certified general or chartered accountant, unless otherwise mutually agreed, to act as the joint appointee of the parties for the purposes of this Agreement (the “Joint Appointee”). The appointment of the Joint Appointee shall continue until a replacement is appointed by the Province and OFN Limited Partnership or pursuant to an order of an arbitrator under Section 9.3 and the replacement has accepted his or her appointment. The Joint Appointee will operate with the authority granted to him or her under this Agreement, and will act in accordance with the provisions of Sections 3.3.3, 4.5, 4.6, 4.7 and 9.8 relating to compliance with the provisions of Articles 3 and 4 and Section 7.5 of this Agreement. OFN Limited Partnership will consult with MFN Limited Partnership with respect to any appointment under this Section 4.4.1.
  2. The costs and expenses of the Joint Appointee will be paid in accordance with the budget agreed to pursuant to Section 4.4.3 from Ongoing Net Revenues as specified in Section 1.1(aaf)(3)(i). The Joint Appointee will submit detailed invoices setting out his or her costs and expenses which will be reviewed by the Province and, if approved, the Province shall direct Olgc to pay such costs and expenses out of Ongoing Net Revenues.
  3. The Province and Limited Partnerships shall agree on a budget providing for the costs and expenses of the Joint Appointee for each fiscal year of OFN Limited Partnership and MFN Limited Partnership prior to the end of the previous fiscal year.
  4. Failure by the Province and the Limited Partnerships to agree on a Joint Appointee or a budget in respect thereof prior to the end of each fiscal year of OFN Limited Partnership and MFN Limited Partnership as contemplated by this Article are matters which shall be referred directly to and determined by an Arbitrator under Section 9.3.
5. Joint Appointee Investigation
  1. The Limited Partnerships shall provide the Joint Appointee with copies of the reports referred to in Sections 4.1 (subject to prior receipt of same by OFN Limited Partnership), 4.2 and 4.3 (subject to, in the case of OFN Limited Partnership, receipt of same from MFN Limited Partnership) in accordance with the terms thereof.
  2. The Joint Appointee shall be entitled to make reasonable inquiries of, and to request for inspection any document which, in the opinion of the Joint Appointee is or may be relevant, from OFN Limited Partnership, MFN Limited Partnership or, subject to this Section 4.5, a Limited Partner that has received distributions from OFN Limited Partnership. Where the Joint Appointee wishes to obtain relevant information or documents from a Limited Partner, the Joint Appointee shall first request OFN Limited Partnership to obtain the information and documents. If the Joint Appointee makes such a request of OFN Limited Partnership, OFN Limited Partnership shall make such request of the Limited Partner. If the Joint Appointee, after the request or delivery, or both, of the requested information and documents from the Limited Partner as provided through OFN Limited Partnership, determines that a direct approach to the Limited Partner is required to obtain further information or documents, the Joint Appointee may request such information and documents directly from the Limited Partner.
  3. Without prejudice to any other provision of this Agreement, refusal on the part of OFN Limited Partnership, MFN Limited Partnership or a Limited Partner that has received distributions from OFN Limited Partnership to provide the documents referred to in this Section 4.5 or to respond to the reasonable inquiries made by the Joint Appointee in a timely manner will constitute a violation of this Agreement for which a remedy may be sought by the Province under Article 9. A failure by OFN Limited Partnership to deliver information which it has not received shall not be a refusal by OFN Limited Partnership for the purposes of this Section 4.5.
  4. All information, records or documents provided to the Joint Appointee will be treated by it as confidential and not disclosed to any party to this Agreement except for the purposes of recommending (where appropriate) the identification of a concern under Article 9 and the determination of a dispute under Article 9 and will not be disclosed to any other person.
6. Joint Appointee Report
  1. The Joint Appointee shall deliver to the Limited Partnerships and the Province within 12 months of his or her appointment and at least annually thereafter within 150 days of such annual period, and more frequently in the event that Section 4.6.2 applies, a report setting out, based on the reports and inquiries set forth in Section 4.5:
    1. whether each Limited Partner has provided to OFN Limited Partnership audited financial statements in accordance with Section 4.1;
    2. whether OFN Limited Partnership has provided to the Province financial statements and the reports in accordance with Section 4.2;
    3. whether MFN Limited Partnership has provided to OFN Limited Partnership and the Joint Appointee the audited financial statements and the report in accordance with Section 4.3;
    4. whether the review conducted by the Joint Appointee has resulted in the discovery of information that there has been non-compliance with Articles 3 and 4; and
    5. such other information as the parties may agree.
  2. The report contemplated in Section 4.6.1 may be delivered more frequently if (i) the Joint Appointee, in his or her reasonable opinion, deems it necessary or appropriate; (ii) a party to the Agreement requests that the Joint Appointee make more frequent reports and the Joint Appointee acting reasonably agrees; or (iii) the affected parties hereto agree to the delivery of the report on a more frequent basis.
7. Policies and Procedures for Reporting
  
  OFN Limited Partnership and MFN Limited Partnership intend to develop policies and procedures relating to permitted expenditures and the characterization thereof for the purposes of Sections 3.3 and 3.4, respectively, including greater specifications as to approved expenditures for the purposes set forth in those Sections. If the Province has provided its written approval of such policies and procedures, the Joint Appointee shall, to the extent these policies and procedures are applicable, apply such policies and procedures in the Joint Appointee’s review under Section 4.5. The parties agree that such policies and procedures shall not amend the provisions relating to statements and reports in this Article 4.
8. Provincial Review of Reports
  
  The Province shall be entitled to submit any concerns it may have with respect to the reports contemplated by Sections 4.1, 4.2, 4.3 and 4.6 within 60 days after its receipt of the Joint Appointee’s report under Section 4.6. If the Province does not submit any concerns in respect of such reports within such 60 day period, then the Province shall not be entitled to object to or take issue with any matter arising out of this Agreement in respect of the fiscal year and entities to which such reports relate.
9. Code for Reporting
  
  Subject to applicable law, the parties agree and acknowledge that the provisions of this Article 4 satisfy and are exhaustive of all requirements and rights of the Province in respect of the requirements for reporting and the provision of information regarding the investment, distribution and expenditure of funds received by OFN Limited Partnership and MFN Limited Partnership hereunder and the Ontario First Nations.
10. Review of Reporting
  
  The parties agree that, following the Initial Period, they shall meet to discuss the provisions set forth in this Article 4 with a view to determining whether, in light of their experience during the Initial Period, such provisions should be modified, or reduced or expanded in scope.
Article 5

No Adverse Effect
1. Ontario First Nation Expenditure
  
  For the purposes of this Article, an Ontario First Nation expenditure means a policy, program or statutory entitlement or benefit funded by the Province that one or more Ontario First Nations or any member of an Ontario First Nation was in receipt of on July 31, 1996.
2. Protection of Ontario First Nation Expenditures
  
  Subject to Section 5.3, if it is ultimately determined through the dispute resolution provisions of Article 9 that the Province has caused any transfer of funds from Olgc pursuant to this Agreement to adversely affect or diminish any Ontario First Nation expenditure, the Province shall pay to each affected Ontario First Nation an amount equal to the adverse effect or diminution of Ontario First Nation expenditures suffered by it.
3. Exceptions
  
  For the purposes of Section 5.2, an Ontario First Nation expenditure is not adversely affected or diminished where a negative effect or reduction of expenditure is based primarily on reasons other than the receipt of funds by the Ontario First Nation in question pursuant to this Agreement.
4. Notice by an Ontario First Nation
  
  Where an Ontario First Nation reports to Ofn Limited Partnership that it believes that the Province is proposing to or has actually reduced an Ontario First Nation expenditure as a result of a transfer of funds from Olgc pursuant to this Agreement, OFN Limited Partnership shall immediately deliver written notice to the Province. The written notice shall include the following:
  1. the Ontario First Nation expenditure which is proposed to be or has actually been reduced by the Province; and
  2. the facts upon which the Ontario First Nation relies in believing that the Province is proposing to or has actually reduced the Ontario First Nation expenditure.
5. Time of Adverse Effect Notice
  
  A party or parties providing notice under Section 5.4 shall provide such notice as soon as is practicable in the circumstances. A failure to provide such notice will not invalidate or prejudice any claim under the provisions of this Article, but may be taken into account by an Arbitrator under Article 9 in determining a remedy.
6. Resolution of Disputes
  
  Upon the Province’s receipt of the written notice pursuant to Section 5.4, the provisions of Sections 9.2 to 9.5 of this Agreement shall apply.
7. Effect of Termination under Section 11.4
  
  Notwithstanding Section 12.10, this Article 5 shall not survive the termination of this Agreement pursuant to Section 11.4.
Article 6

Representations And Warranties
1. Representations and Warranties of OFN Limited Partnership
  
  OFN Limited Partnership represents and warrants to each of the other parties hereto as of the date hereof as follows:
  1. OFN General Partner Organization: OFN General Partner is a corporation duly incorporated and organized under the laws of the Province of Ontario.
  2. Ownership of OFN General Partner: The Ontario First Nations (other than Mnjikaning First Nation) own or will be permitted to acquire beneficially and directly all of the issued and outstanding shares of OFN General Partner.
  3. OFN Limited Partnership Organization: OFN Limited Partnership is a limited partnership duly formed under the laws of the Province of Ontario.
  4. Ownership of OFN Limited Partnership: The Ontario First Nations (other than Mnjikaning First Nation) own or will be permitted to acquire beneficially and directly all of the limited partnership units of OFN Limited Partnership.
  5. Corporate Capacity and Authorization: Each of OFN General Partner and OFN Limited Partnership has all necessary capacity, power and authority to enter into and to carry out the provisions of this Agreement. This Agreement has been duly authorized, executed and delivered by OFN Limited Partnership and constitutes a legal, valid and binding obligation of OFN Limited Partnership, enforceable against OFN Limited Partnership in accordance with its terms.
  6. No Violation: Neither the execution and delivery of this Agreement nor the fulfilment of or compliance with the terms and conditions hereof conflicts with or results in a breach of any of the terms, conditions or provisions of or constitutes a default under the constating documentation of OFN General Partner or OFN Limited Partnership, including the OFN Limited Partnership Agreement.
  7. True Copy of Agreements: The copy of the OFN Limited Partnership Agreement and the Protocol Agreement, attached hereto as Schedule K and Schedule R respectively, are true and correct copies of such agreements as of the date hereof.
2. Representations and Warranties of MFN Limited Partnership
  
  MFN Limited Partnership represents and warrants to each of the other parties hereto as of the date hereof as follows:
  1. MFN General Partner Organization: MFN General Partner is a corporation duly incorporated and organized under the laws of the Province of Ontario.
  2. Ownership of MFN General Partner: Mnjikaning First Nation beneficially owns all of the issued and outstanding shares of MFN General Partner.
  3. MFN Limited Partnership Organization: MFN Limited Partnership is a limited partnership duly formed under the laws of the Province of Ontario.
  4. Ownership of MFN Limited Partnership: Mnjikaning First Nation owns beneficially and directly all of the limited partnership units of MFN Limited Partnership.
  5. Corporate Capacity and Authorization: Each of MFN General Partner and MFN Limited Partnership has all necessary capacity, power and authority to enter into and to carry out the provisions of this Agreement. This Agreement has been duly authorized, executed and delivered by MFN Limited Partnership and constitutes a legal, valid and binding obligation of MFN Limited Partnership, enforceable against MFN Limited Partnership, in accordance with its terms.
  6. No Violation: Neither the execution and delivery of this Agreement nor the fulfilment of or compliance with the terms and conditions hereof conflicts with or results in a breach of any of the terms, conditions or provisions of or constitutes a default under the constating documentation of MFN General Partner or MFN Limited Partnership, including the MFN Limited Partnership Agreement.
  7. True Copy of Agreements: The copy of the MFN Limited Partnership Agreement and the Protocol Agreement, attached hereto as Schedule L and Schedule R respectively, are true and correct copies of such agreements as of the date hereof.
3. Representations and Warranties of Province and Olgc
  
  The Province and Olgc jointly and severally represent and warrant to each of the Limited Partnerships as of the date hereof as follows:
  1. Organization: Olgc is a Crown agency duly established and organized under the laws of the Province of Ontario.
  2. Corporate Capacity and Authority: Olgc has all necessary corporate capacity, power and authority to enter into this Agreement as agent of the Province and to carry out the provisions of this Agreement and Olgc has obtained the consent required under Section 14(4)5 of the Enabling Legislation and has obtained the consent of the other parties to the Development and Operating Agreement to Olgc entering into and performing its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Province and Olgc and constitutes a legal, valid and binding obligation of the Province and Olgc enforceable against the Province and Olgc in accordance with its terms.
  3. No Violation: Neither the execution and delivery of this Agreement nor the fulfilment of or compliance with the terms and conditions hereof conflicts with or results in a breach of any of the terms, conditions or provisions of or constitutes a default under the constating documentation of Olgc, including the Enabling Legislation.
  4. Certain Information: The Province and Olgc have provided to Ofn Limited Partnership and Mfn Limited Partnership audited financial statements for the Complex for all financial periods since the opening of the Complex. The Province and Olgc have provided to each of the Limited Partnerships a true and correct copy of the Development and Operating Agreement as of the date hereof.
Article 7

Operation Of Ofn Limited Partnership
1. Boards of OFN General Partner and MFN General Partner
  1. OFN Limited Partnership agrees with the Province that the Shareholders Agreement provides and will continue to provide that each of the Five Nominators (as defined in the Shareholders Agreement) is permitted to nominate an individual to be elected and serve as a director of OFN General Partner in accordance with the Shareholders Agreement.
  2. MFN General Partner and the Chiefs of Ontario are each permitted to appoint a non-voting observer who shall be provided with notice of, and be permitted to attend and observe, meetings of the Board of Directors of OFN General Partner, and to receive certain written information on the terms set forth in the OFN Limited Partnership Agreement and in the Shareholders Agreement.
  3. OFN General Partner and the Chiefs of Ontario are each permitted to appoint a non-voting observer who shall be:
    1. provided with notice of, and be permitted to attend and observe meetings of the Board of Directors of MFN General Partner, and to receive certain written information on the terms set forth in the MFN Limited Partnership Agreement; and
    2. provided with notice of, and be permitted to attend and observe meetings of the Chief and Council of Mnjikaning First Nation with respect to the usage of funds in accordance with Section 3.4.1 of this Agreement (special meetings) and to receive certain written information on the terms set forth in Article 8 of the Protocol Agreement.
  4. Information received by the party under this Section 7.1 shall be maintained in confidence in accordance with Section 12.1.
2. OFN Limited Partnership Compliance with Law
  
  OFN Limited Partnership agrees with the Province that the Shareholders Agreement provides and shall continue to provide that the operations of OFN General Partner shall be conducted in accordance with the Business Corporations Act (Ontario) and, subject thereto, the terms of the Shareholders Agreement.
3. OFN General Partner Employees
  
  The Province recognizes that OFN General Partner will have fulltime employees.
4. Gaming on Reserves
  1. OFN Limited Partnership represents and warrants to the other parties that a term of the OFN Limited Partnership Agreement is that each Limited Partner agrees that, to the extent such Ontario First Nation conducts gaming activity on its reserve, such gaming activity will be conducted in accordance with applicable law.
  2. MFN Limited Partnership represents and warrants to the other parties that a term of the MFN Limited Partnership Agreement is that the MFN Limited Partner agrees that, to the extent the MFN Limited Partner conducts gaming activity on its reserve, such gaming activity will be conducted in accordance with applicable law.
5. Book and Records and Financial Statements
  1. OFN Limited Partnership agrees with the Province that it will maintain adequate books of account and records, and that it will provide to the Limited Partners audited financial statements and such other information as the OFN Limited Partnership Agreement or applicable law may require. OFN Limited Partnership represents and warrants to the other parties that Section 11.5 of the OFN Limited Partnership Agreement provides, and shall continue to provide, that each Limited Partner shall make such audited financial statements and other reports and information relating to this Agreement available to individual band members for review upon reasonable notice of any request by such band members on the terms set forth therein.
  2. MFN Limited Partnership agrees with the Province that it will maintain adequate books of account and records and that it will provide to MFN Limited Partner audited financial statements and such other information as the MFN Limited Partnership Agreement or applicable law may require. MFN Limited Partnership represents and warrants to the other parties that Section 11.5 of the MFN Limited Partnership Agreement provides, and shall continue to provide, that MFN Limited Partner shall make such audited financial statements and other reports and information relating to this Agreement available to individual band members for review upon reasonable notice of any request by such band members on the terms set forth therein.
Article 8

Operation Of Complex
1. Province and Olgc to Conduct and Manage Complex
  
  The Province and Olgc agree in favour of the Limited Partnerships to conduct, manage and provide for the operation of the Complex consistent with the Development and Operating Agreement and in the manner in which the Province and Olgc conduct, manage and provide for the operation of other commercial casinos.
2. Olgc Charge
  
  The Province and Olgc agree that the Olgc Charge will be determined, calculated and charged on a reasonable basis substantially consistent with current and prior practice, and shall in no event exceed the proportion of Olgc’s expenses that Gross Revenues are of aggregate gross revenues of all casinos conducted and managed by Olgc or the Province, provided Olgc may increase the Olgc Charge to the Complex if the actual costs incurred by Olgc as contemplated by the definition of Olgc Charge are not fully recovered.
3. Problem Gambling Expenses
  
  The Province and Olgc agree that any social costs, such as costs of problem gaming programs, included as an Operating Expense in an Approved Operating Budget for the Complex shall be restricted to costs relating to on-site problem gaming facilities and programs at the Complex and, to the extent that there is an additional charge for Province-wide programs for problem gambling which are paid for by Olgc, the costs related thereto will be allocated to the Complex on a reasonable basis taking into account the gross gaming revenues received by Olgc or the Province.
4. Capital Expenditures
  
  The Province and Olgc agree that capital assets acquired using Gross Revenues of the Complex (including loans or other financing repaid through Gross Revenues) shall be used in the development, conduct, management or operation of the Complex and, in the event of any sales of such assets, directly or indirectly, an amount equal to the proceeds of disposition therefrom shall form part of Gross Revenues and be deposited into the Bank Accounts and shall be paid or withdrawn in accordance with, and in the priority set out in, Section 6.2 of the Development and Operating Agreement. For greater certainty, no Gross Revenues shall be used to acquire assets, equipment or fixtures not used primarily in connection with the development, conduct, management or operation of the Complex.
5. Participation of Ontario First Nations
  1. As all of the parties recognize the significant potential benefit to the Limited Partnerships in the Ongoing Net Revenues generated by the Complex, and in the operation of the Complex, as contemplated by this Agreement, all of the parties acknowledge and recognize the importance of developing procedures and processes for ensuring, to the greatest extent possible, the involvement of Ontario First Nations, through OFN Limited Partnership, in material decisions relating to the operation and further development of the Complex. Accordingly, the parties agree to continue to use their best efforts, through the term of this Agreement, to develop such processes and procedures.
  2. All of the parties hereto agree to establish an implementation committee constituted, as set forth below, in respect of the operation and implementation of this Agreement (the “Implementation Committee”).
    1. The Implementation Committee shall consist of a senior representative of Olgc, a senior representative of the Province and a senior representative of each of Ofn Limited Partnership and Mfn Limited Partnership. Other invited employees or officers of Olgc, the Province, the Limited Partnerships, representatives of the Operator, and their advisors and experts may attend meetings of the Implementation Committee but may not participate as members thereof.
    2. The Implementation Committee shall meet at least quarterly, and such other times as any two members of the Implementation Committee, acting reasonably, may request.
    3. The Implementation Committee, in general, shall be responsible for the effective and good faith implementation of this Agreement, and matters relating to the development and operation of the Complex, including:
      1. where applicable, having regard to the parties involved, the good faith discussions contemplated by Section 9.2;
      2. questions and inquiries from the Limited Partnerships concerning any of the reports or information provided by Olgc or the Province pursuant to Section 2.13, including the calculation of Ongoing Net Revenues and information relating to Extraordinary Expenses;
      3. discussions concerning the matters referred to in Section 4.10 with respect to modifications of the reporting provisions of Article 4;
      4. discussions concerning the implementation of the promotion of First Nation involvement in the Complex as contemplated by Section 8.6; (e) discussion of other matters referred to in this Section 8.5;
      5. discussions of any concerns that may have been submitted by the Province as contemplated by Section 4.8;
      6. discussions concerning any amendments proposed under Article 11 of the Agreement;
      7. prior review of the matters referred to in Section 8.5.1;
      8. the basis for the calculation of the Olgc Charge; and
      9. such other matters as reasonably relate to the operation or implementation of this Agreement and the operation and development of the Complex.
6. First Nation Involvement
  
  Subject to applicable law, the Province and Olgc agree to use their best efforts to ensure that, to the greatest extent possible and consistent with the provisions of Sections 3.4 and 3.11(f) of the Development and Operating Agreement, aboriginal employees and suppliers are employed in the operation and development of the Complex.
7. Participation of Ontario First Nations
  1. The Province and Olgc agree with OFN Limited Partnership that the following transactions will not be undertaken without the approval of the directors of the OFN General Partner in accordance with the provisions of this Section 8.7:
    1. individual capital improvements, renovations or refurbishings in respect of the Complex, or a related series of same, funded or financed out of Gross Revenues, which exceed $10,000,000, other than the capital expenditure program relating to the expansion and renovation of the existing Complex and the addition of a hotel and entertainment complex approved by the Chiefs in Assembly on June 17, 1999 and the financing and development agreements to implement such program; and
    2. any direct or indirect entering into of, or amendment of, or expense or cost in respect of, any non-arm’s length contracts or other nonarm’s length transactions in respect of the Complex in excess of $100,000 during any Operating Year, including a contract or other transaction with any person that is, or is related to, or does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with, any party to the Development and Operating Agreement, other than (i) contracts or other transactions with a Mnjikaning Entity; or (ii) contracts or other transactions undertaken in the ordinary course of business of the Complex, including contracts and other transactions involving expenditures or payments required to be made under applicable laws; provided that, notwithstanding any other provision of this Agreement, each of the parties to the Development and Operating Agreement (other than a Mnjikaning Entity) shall be deemed not to deal at arm’s length with any Governmental Body, any Charitable Body or any Public Body, and any contract or other transaction with any such Person shall be deemed to be a non-arm’s length contract or transaction, as the case may be. For the purposes of this Section 8.7.1(b):
      1. “Governmental Body” means, in respect of any contract or transaction, (A) any federal, provincial, municipal, local or other government, parliament, legislature, executive body, governmental or public department; or (B) any commission, board, bureau, agency, subdivision, association, quasijudicial or private body, instrumentality or authority exercising any governmental, regulatory, expropriation or taxing authority, where in each case in this paragraph (B) a person acting as an operator of a casino complex similar to the Complex would reasonably be expected to be able to identify such an entity as a Governmental Body when entering into a contract or transaction with same;
      2. “Charitable Body” means, in respect of any contract or transaction, any person, whether public or private, who is engaged solely in a charitable purpose, including any religious, educational, political, relief of poverty, or any community or other social interest where a person acting as an operator of a casino complex similar to the Complex would reasonably be expected to be able to identify such an entity as a Charitable Body when entering into a contract or transaction with same; and
      3. “Public Body” means, in respect of a contract or transaction: (A) any person, whether public or private, who is not a Governmental Body or a Charitable Body and who is engaged primarily in a public purpose where the contract or transaction is not for the benefit of the Complex; and (B) where a person acting as an operator of a casino complex similar to the Complex would reasonably be expected to identify such an entity as a Public Body as described in clause (A) when entering into a contract or transaction with same.
  2. Where a transaction referred to in Section 8.7.1 is proposed, Olgc shall provide at least 30 days’ notice to the directors of the OFN General Partner including sufficient information to permit the directors of the OFN General Partner to make an informed judgment.
  3. The directors of the OFN General Partner shall have 30 days to provide such approval. The failure to object to such proposed transaction within such period shall be deemed to be approval.
  4. If the directors of the OFN General Partner object to the proposed transaction, they will provide reasons for such objection within 30 days of the expiry of the period in Section 8.7.3, such objection to be based on commercially reasonable grounds in respect of the development, financing or operation of the Complex.
  5. If the parties are unable to reach an agreement on a proposed transaction, then the issue of whether the Complex will be permitted to undertake the transaction without the prior written consent of the directors of the OFN General Partner shall be immediately submitted to the Arbitrator for resolution under Section 9.3 of this Agreement and shall be determined within 30 days of submission thereof to the Arbitrator. The parties agree that the Arbitrator shall determine whether the Complex is permitted to undertake the proposed transaction and the criterion to be applied by the Arbitrator is whether the proposed transaction is in the reasonable commercial interest of the Complex.
  6. The information disclosed to the directors of the OFN General Partner under this Section 8.7 shall be subject to the confidentiality provisions of Section 12.1 and under no circumstances may such information or reports be disclosed to the Limited Partners or any other persons, except in accordance with Section 12.1.
8. Mnjikaning Transactions
  1. The Province and Olgc hereby consent to the following:
    1. Mnjikaning First Nation providing to OFN Limited Partnership on a quarterly basis commencing June 30, 2000 an itemized list of transactions or series of related transactions (any such transaction or series of related transactions is herein referred to as a “Mnjikaning Transaction”) entered into by any Mnjikaning Entity in respect of the preceding three-month period (the first report to include all such transactions from October 1, 1999), together with a statement of the actual or, if same is not determinable, estimated dollar value to be received by each such party pursuant to each such transaction; and
    2. with respect to a Mnjikaning Transaction only, Mnjikaning First Nation providing to OFN Limited Partnership:
      1. any information provided by a Mnjikaning Entity to Olgc orthe Operator;
      2. any request for proposals;
      3. any bid document submitted by a Mnjikaning Entity;
      4. the terms and conditions of the Mnjikaning Transaction, including relevant contractual documents;
      5. the actual or estimated remuneration, payments or benefits payable to each Mnjikaning Entity; and
      6. any other information reasonably requested by OFN Limited Partnership on a timely basis to evaluate the commercial reasonableness of the Mnjikaning Transaction (excluding any cost, costing or profit margin information);
    provided the itemized list or other document or information is delivered by the Mnjikaning First Nation to Olgc at the same time it delivers the same to OFN Limited Partnership.
  2. The parties agree that any proceedings or remedies agreed to or which may be agreed to between Mnjikaning First Nation, MFN Limited Partnership and OFN Limited Partnership in respect of any Mnjikaning Transaction shall be limited to and enforced only between those parties and shall not affect the Province or Olgc or the operations of the Complex.
Article 9

Disputes
1. Notice of Concern
  
  In the event any dispute, claim, difference or question arises among any of the parties concerning the construction, meaning, effect, implementation of or compliance with this Agreement that requires consideration, any party may provide notice to another party of same. The party receiving such notice shall have a reasonable period of time to consider and, if it believes fit, address the concern, such period not to exceed 45 days. If the concern is addressed to the reasonable satisfaction of the party giving the notice, the dispute shall be deemed to be cured and may not be the basis for further remedies or termination of this Agreement under Section 11.3.
2. Good Faith Discussion
  
  If the concern is not addressed to the reasonable satisfaction of the party who provided notice thereof, the parties to the notice shall consult in good faith to discuss the concern and possible remedial action which could take place to address it. This step shall be completed within 60 days unless the parties otherwise agree. If the concern is addressed to the reasonable satisfaction of the party who provided the notice, the dispute shall be deemed to be cured and may not be the basis for further remedies or termination of this Agreement under Section 11.3.
3. Dispute Resolution
  
  In the event that an acceptable resolution of the concern is not achieved pursuant to the foregoing provisions, the concern shall be referred to a single Arbitrator mutually agreed upon by the parties or, failing agreement, an Arbitrator appointed pursuant to the Arbitration Act, 1991 (Ontario) (hereinafter referred to as the “Arbitrator”). The arbitration shall be conducted at a time and place and in accordance with the procedure and rules to be determined by the Arbitrator. The decision of the Arbitrator will be final and binding on the parties and no appeal will lie therefrom. The Arbitrator, as part of his or her award, may award costs of the arbitration, in his or her discretion, having regard to the success achieved, the good faith of the parties, the encouragement of good faith discussions to resolve concerns and other relevant factors.
4. Remedy
  
  In the event that any party does not comply with any decision of the Arbitrator, then the other party or parties hereto may take in its or their discretion such steps as are reasonably necessary and proportionate to address the decision of the Arbitrator in accordance with applicable law.
5. Monetary Adjustments to Ongoing Net Revenues
  
  If, as a result of the non-compliance by Olgc or the Province under:
  1. Sections 2.2 to 2.11 (transfer of funds);
  2. Section 4.4.2 (Joint Appointee budget);
  3. Sections 8.1, 8.2, 8.3 and 8.4 (operation of Complex);
  4. Section 8.7.1 (approvals for capital expenditures and non-arm’s length transactions); or
  5. Article 11 (term, renewal and termination)
  it is ultimately determined through the dispute resolution provisions of this Article 9 that a compensatory monetary adjustment should be made to the amounts otherwise payable to the Limited Partnerships in accordance with Article 2, the Province agrees to pay any such monetary adjustment into the Olgc Account for distribution by Olgc in accordance with Article 2.
6. [Intentionally Deleted]
7. Suspension of Distributions
  1. If required by the Province following a decision of the Arbitrator that any of the distributions made by OFN Limited Partnership to any Limited Partners are not being applied by a Limited Partner for the purposes set out in Section 3.3, the Arbitrator shall direct OFN Limited Partnership to forthwith suspend any distributions to such Limited Partner made pursuant to the OFN Limited Partnership Agreement on such terms and for such time as the Arbitrator may direct and OFN Limited Partnership shall do so.
  2. If required by the Province following a decision of the Arbitrator that any of the distributions made to MFN Limited Partnership hereunder are not being applied by MFN Limited Partnership for the purposes set out in Section 3.4, the Arbitrator shall direct Olgc to forthwith suspend any distribution to Mfn Limited Partnership made pursuant to this Agreement on such terms and for such time as the Arbitrator may direct and Olgc shall do so.
8. Expedited Procedure
  1. Notwithstanding Sections 9.1, 9.2 and 9.3, in the event the Joint Appointee does not receive one or more of the financial statements required to be provided to OFN Limited Partnership pursuant to Section 4.1 within the time specified in such section, the provisions of Sections 9.8.2 through 9.8.4 shall apply. For the purposes of this Section 9.8, a Limited Partner would have failed to deliver a report and the Joint Appointee would not have received same, only if, within the permitted time frame, it:
    1. fails to respond to the requirement for a report; or
    2. delivers a report which, on the face of it, does not appear to the Joint Appointee, acting reasonably, to provide a response to substantially all the content requirements of the report.
  2. The Joint Appointee shall provide notice to OFN Limited Partnership and the Province regarding any non-compliance by any Limited Partner with the reporting obligations contemplated in Section 4.1. OFN Limited Partnership shall forthwith, but no later than 30 days after receiving notice from the Joint Appointee, attempt to obtain the financial statements contemplated by Section 4.1 from the Limited Partner which is in non-compliance with the obligations set out in such section. In the event OFN Limited Partnership obtains the financial statements within such 30-day period, OFN Limited Partnership shall provide these financial statements to the Joint Appointee forthwith upon receipt thereof and shall provide the Province and the Joint Appointee with a supplemental report as contemplated in Section 4.2.
  3. In the event OFN Limited Partnership does not obtain the financial statements within the 30-day period contemplated in Section 9.8.2, OFN Limited Partnership, the Province and the Joint Appointee shall consult in good faith to discuss the non-compliance of such Limited Partner with the obligations set out in Section 4.1 and possible remedial action which could take place to address it. Such consultation shall be completed within 30 days.
  4. Unless OFN Limited Partnership and the Province otherwise agree, where the Joint Appointee has not received the financial statements of the Limited Partner by the expiry date of the time period set out in Section 9.8.3, OFN Limited Partnership shall forthwith suspend any distributions to such Limited Partner to be made pursuant to the OFN Limited Partnership Agreement. Such suspension shall continue in effect until such time as the Joint Appointee provides notice to OFN Limited Partnership and the Province that the financial statements required to be provided pursuant to Section 4.1 hereof have in fact been provided or such earlier time as the Province in its discretion may determine.
  5. The foregoing provisions of this Section 9.8 are without prejudice to the right of OFN Limited Partnership to submit the question of whether or not a Limited Partner has failed to comply with the reporting obligations contemplated in Section 4.1 to the dispute resolution process under Sections 9.1, 9.2 and 9.3, as the case may be.
Article 10

Win Contribution Litigation
1. No Prejudice
  
  The parties recognize that the Chiefs of Ontario have by Statement of Claim attached hereto as Schedule N, instituted a legal proceeding in which they claim that the Win Contribution from the operation of the Complex is unlawful and should be available for transfer to OFN Limited Partnership, MFN Limited Partnership and/or Ontario First Nations (the “Win Contribution Claim”). The parties hereto acknowledge and agree that nothing herein (with the exception of Section 1.15.2) shall prejudice or affect the Win Contribution Claim by or on behalf of Ontario First Nations, including the claim to recovery of the Win Contribution, nor any right to amend the Statement of Claim in respect of legal or factual grounds in support of the Win Contribution Claim. The parties hereto agree that nothing herein (with the exception of Section 1.15.2) shall prejudice or affect any or all of the legal defences of the Province in legal proceedings arising out of the Win Contribution Claim. The parties hereto agree that nothing herein (with the exception of Section 1.15.2) shall prejudice any right of Mnjikaning First Nation to initiate legal proceedings in support of the Win Contribution Claim or any right of the Province or the Chiefs of Ontario to oppose same.
Article 11

Term, Renewal And Termination
1. Term
  
  This Agreement shall commence on the date hereof and shall terminate on July 31, 2006 unless renewed in accordance with Section 11.2.5, Section 11.2.6 or Section 11.2.7 or terminated in accordance with Section 11.3, Section 11.4 or Section 11.5 hereof or Section 4.3 of the Metis Litigation Agreement.
2. Renewal
  1. No earlier than 120 days and not later than 60 days prior to July 31, 2006, the Province shall:
    1. deliver a notice in writing to OFN Limited Partnership and MFN Limited Partnership that it agrees to a 5 year renewal of the Agreement on the same terms and conditions; or
    2. deliver a notice in writing to OFN Limited Partnership and MFN Limited Partnership that it proposes amendments to the Agreement.
  2. No earlier than 120 days and not later than 60 days prior to July 31, 2006, OFN Limited Partnership and MFN Limited Partnership shall each:
    1. deliver a notice in writing to the Province and the other Limited Partnership that it agrees to a 5 year renewal of the Agreement on the same terms and conditions; or
    2. deliver a notice in writing to the Province and the other Limited Partnership that it proposes amendments to the Agreement.
  3. The notices delivered under Section 11.2.1 (b) or 11.2.2 (b) shall include:
    1. the specific amendments to the Agreement proposed; and
    2. the reasons for the proposed amendments.
  4. Within 30 days of delivery of a written notice under Section 11.2.1 or 11.2.2, the Province, OFN Limited Partnership and MFN Limited Partnership shall meet and confirm the renewal or negotiate in good faith the amendments proposed.
  5. If the parties confirm the renewal or reach an agreement on one or more of the proposed amendments, the Agreement shall (a) if applicable, be amended in accordance with such agreement, and (b) continue for a period of 5 years.
  6. If the parties do not confirm such renewal and/or are unable to reach an agreement on any of the proposed amendments, then the Agreement will continue, without confirmation or amendment, for a further period of 5 years.
  7. Sections 11.2.1 to 11.2.7 shall apply with respect to all subsequent terms and renewals of the Agreement, with the notice requirement under Sections 11.2.1 and 11.2.2 commencing no earlier than 120 days and not later than 60 days prior to the termination date of this Agreement, as renewed.
3. Right to Terminate (Substantial Non-Compliance)
  1. The Province may, by notice in writing provided no earlier than 180 days and not later than 120 days prior to July 31, 2006 or any subsequent scheduled termination date pursuant to Section 11.2, elect to terminate this Agreement (save as to Section 11.3.7) on and subject to the terms and conditions contained in this Section 11.3, in the event that there has been substantial non-compliance by:
    1. OFN Limited Partnership with any material terms of this Agreement or the OFN Limited Partnership Agreement;
    2. a substantial number of Limited Partners with any material terms of the OFN Limited Partnership Agreement; or
    3. MFN Limited Partnership with any material terms of this Agreement or the MFN Limited Partnership Agreement.
  2. For the purposes of Section 11.3.1 of this Agreement:
    1. material term means the obligations of OFN Limited Partnership or MFN Limited Partnership under Article 3 or Section 4.1, 4.2 or 4.3 of this Agreement;
    2. material term means the representation and warranty of OFN Limited Partnership under Section 7.4 of this Agreement;
    3. material term means the obligations of each Limited Partner under Articles 7, 11 and 12 and Section 19.1 of the OFN Limited Partnership Agreement;
    4. material term means the representation and warranty of MFN Limited Partnership under Section 7.4 of this Agreement;
    5. material term means the obligation of the MFN Limited Partner under Articles 7, 11 and 12 and Section 19.1 of the MFN Limited Partnership Agreement; and
    6. material term means the obligations of OFN Limited Partnership under Section 2.1 of the Metis Litigation Agreement, the obligations of MFN Limited Partnership under Section 3.1 of the Metis Litigation Agreement, and the respective obligations of each Limited Partnership under Section 4.2 of the Metis Litigation Agreement.
  3. For the purpose of Section 11.3.1, “substantial non-compliance” in relation to Section 19.1 of the OFN Limited Partnership Agreement means and is limited to the establishment and maintenance of a casino or casinos owned and conducted by Limited Partners on their reserves, other than in accordance with applicable law (including evidence of a criminal conviction in respect of same) which has a substantial and sustained impact on the gaming marketplace operating in Ontario.
  4. For the purposes of Section 11.3.1 “substantial non-compliance” with Article 3 or Section 4.1, 4.2, 4.3 or 7.4 hereof, and Articles 7, 11 and 12 and Section 19.1 of the OFN Limited Partnership Agreement, and Article 3 or Section 4.3 or 7.4 hereof and Articles 7, 11 and 12 and Section 19.1 of the MFN Limited Partnership Agreement means and is limited to substantial and sustained breaches of any of such provisions by the OFN Limited Partnership, MFN Limited Partnership or a significant number of the Limited Partners.
  5. The Province’s right to terminate this Agreement under this Section 11.3 shall be subject to the Province having provided appropriate notices of such non-compliance in accordance with this Agreement, and any grace or cure periods provided by this Agreement having expired without cures having been effected within such periods.
  6. The Province’s right to terminate this Agreement for substantial non-compliance shall be subject to the following:
    1. the delivery of the written notice required by Section 11.3.1; and
    2. if there is a dispute and a party invokes the provisions of Article 9, completion of the procedures required by Article 9 and a finding by the Arbitrator that there has been substantial non-compliance as defined in Sections 11.3.3 and 11.3.4.
    For greater certainty, any questions of whether or not there has been noncompliance with any provision of the OFN Limited Partnership Agreement or the MFN Limited Partnership Agreement for the purposes of this Section 11.3 shall be determined exclusively under the dispute resolution procedures under Article 9 of this Agreement and not under the dispute resolution procedures of the OFN Limited Partnership Agreement or the MFN Limited Partnership Agreement.
  7. In the event that this Agreement is terminated pursuant to this Section 11.3, the Province agrees that, so long as the Complex generates Ongoing Net Revenues to which Olgc (or the Province) is entitled, such Ongoing Net Revenues shall be distributed to Ontario First Nations on a fair and reasonable basis and after good faith consultations with Ontario First Nations. The terms of the distribution of Ongoing Net Revenues by the Province shall be, to the extent possible, and considering the nature of the breaches resulting in the finding of substantial non-compliance by the Arbitrator, consistent with the terms of this Agreement.
4. Right to Terminate (Win Contribution Litigation)
  
  In the event there is a judgment of a court of final jurisdiction with no further right of appeal which requires the distribution of Win Contribution amounts to Ofn Limited Partnership, Mfn Limited Partnership and/or the Ontario First Nations, Olgc, the Province, OFN Limited Partnership and MFN Limited Partnership agree that, subject to the terms of any such judgment, the parties shall in good faith renegotiate this Agreement based on the increase in the funds which are to be distributed. Failing the renegotiation of this Agreement on terms acceptable to all parties hereto, the Province may terminate this Agreement by providing written notice to the other parties and will distribute the Ongoing Net Revenues to Ontario First Nations on a fair and reasonable basis, consistent with the judgment of the court with respect to the Win Contribution Claim and in consideration of the increase in the funds to be distributed, and, in the case of Ongoing Net Revenues, having regard to the purposes in Sections 3.3 and 3.4.1(b) of this Agreement.
5. Right to Terminate (Development and Operating Agreement)
  
  Notwithstanding any other provision of this Agreement, this Agreement shall automatically terminate at any time after the termination of the Development and Operating Agreement on the later of (i) the date Olgc (or the Province) no longer conducts and manages the Complex and (ii) the date Olgc (or the Province) is no longer entitled to receive the Ongoing Net Revenues from the Complex.
6. Right to Terminate (Metis Litigation Agreement)
  
  This Agreement may also be terminated in accordance with Section 4.3 of the Metis Litigation Agreement and, in such event, the Province will distribute the Ongoing Net Revenues to Ontario First Nations on a fair and reasonable basis.
Article 12

General
1. Disclosure
  1. Each of the parties hereto acknowledges, agrees and consents to the disclosure of this Agreement as a matter of public record.
  2. The parties acknowledge and agree that information provided by any party hereto to any other party or parties hereto pursuant to or in connection with this Agreement (including all documents and correspondence relating to the negotiation hereof) may comprise trade secrets or scientific, technical, commercial, financial or labour relations information, supplied in confidence, disclosure of which could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of one or all of the parties or result in undue loss to one or all of the parties or undue gain to others. Further, such information may include information the disclosure of which could reasonably be expected to prejudice the economic interests of the Province or Olgc or other provincial government institutions or its or their competitive position and the proposed plans, policies or projects of the Province or Olgc or other provincial government institutions or the disclosure of which could reasonably be expected to result in premature disclosure of a pending policy decision or undue financial benefit or loss to a person. Accordingly, except as may be required by applicable law, all such confidential information provided by any party hereto pursuant to or in connection with this Agreement shall be kept confidential by the parties and shall only be made available to such of a party’s employees, advisors and consultants as are required to have access to the same in order for the recipient party to adequately use such information in accordance with this Agreement. Any party’s employees, advisors or consultants receiving confidential information shall be similarly bound by these provisions. Prior to disclosing any confidential information to its employees, advisors or consultants, a party hereto shall take reasonable precautions to ensure that such employees, advisors or consultants are bound by confidentiality obligations substantially similar to those set out herein.
  3. Each of Olgc and the Province agrees to promptly advise OFN Limited Partnership or MFN Limited Partnership in the event that either of them received a request to disclose confidential information provided by OFN Limited Partnership or MFN Limited Partnership, as applicable, pursuant to this Agreement or otherwise.
  4. Without limitation, Olgc, the Province, Ofn Limited Partnership and Mfn Limited Partnership agree that the reports under Article 4 shall, except as may be required by applicable law, be kept confidential by them and not be used by Olgc or the Province for any purpose other than in accordance with this Agreement.
2. Notices
  
  Any notice, demand, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if served personally upon the party for whom it is intended, or mailed by registered mail, return receipt requested or sent by telex, telecopy, facsimile or telegram and in the case of:
  1. Olgc, addressed to it at: 4120 Yonge Street
    Suite 420 Toronto, Ontario M2P 2B8
    Telecopier: (416) 224-7000
    Attention: Chief Executive Officer
  2. the Province, addressed to it at: Management Board Secretariat 12^th Floor, Ferguson Block
    77 Wellesley Street West Toronto, Ontario
    M7A 1N3
    Telecopier: (416) 325-8568 Attention: Deputy Minister
  3. OFN Limited Partnership, OFN General Partner or the Board of Directors of OFN General Partner addressed to it at:
    2ndFloor
    Mississaugas of The New Credit First Nation Commercial Plaza
    P.O. Box 10
    4453 First Line Road
    RR #6
    Hagersville, Ontario N0A 1H0
    Attention: President
    
    with a copy to:
    
    Blake, Cassels & Graydon LLP
    Box 25, Commerce Court West Toronto, Ontario
    M5L 1A9
    Telecopier: (416) 863-2653
    Attention: Bliss A. White
  4. MFN Limited Partnership, MFN General Partner or the Board of
    Directors of the MFN General Partner addressed to it at:
    5884 Rama Road
    Rama, Ontario L0K 1T0
    Telecopier: (705) 325-0879
    Attention: Mnjikaning Chippewas General Partner Inc.
    
    with a copy to:
    
    McCarthy Tétrault
    
    Suite 4700, Toronto Dominion Bank Tower
    Toronto Dominion Centre
    Toronto, Ontario
    M5K 1E6
    Telecopier: (416) 868-0673
    Attention: Jonathan Gran
  or to such other address or to the attention of such other persons as a party may from time to time advise to the other parties by notice in writing. Any party may request in writing that a copy of any notice to it be sent to its legal counsel at the address indicated in its request. The date of receipt of any such notice, demand, request, consent, agreement or approval if served personally or by telex, telecopy, facsimile or telegram shall be deemed to be the date of delivery thereof (if such day is a Business Day and if not, the next following Business Day), or if mailed as aforesaid, the date of delivery by a postal authority. Any such notice, demand, request, consent, agreement or approval shall be effective for the purposes of this Agreement on the date of delivery to the party to which it is addressed.
3. No Partnership or Joint Venture
  
  Nothing contained in this Agreement shall be construed to be or create a partnership or joint venture between or among any of the parties hereto or any of their successors and permitted assigns.
4. Amendment
  
  This Agreement may not be modified or amended except by another instrument in writing signed by the parties hereto.
5. Understanding and Agreements
  
  Subject to Section 1.15, this Agreement, the Metis Litigation Agreement, the Protocol Agreement, the MFN Limited Partnership Agreement, the OFN Limited Partnership Agreement, the Shareholders Agreement and the acknowledgements and consents required pursuant to Sections 12.16 and 12.17, constitute all of the understandings and agreements of whatsoever nature or kind existing between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous negotiations, agreements, representations, discussions, understandings and proposals, whether oral or written, including the Rolling Draft.
6. Enforceability
  
  If any provision of this Agreement is determined to be invalid, illegal or unenforceable as written, such provision shall be enforced to the maximum extent permitted by applicable law.
7. Extensions or Abridgements of Time
  
  The time for doing or completing any matter provided for herein may be extended or abridged by an agreement in writing signed by the Province and OFN Limited Partnership and MFN Limited Partnership, as applicable.
8. Limit of Liability
  
  Notwithstanding any other provisions of this Agreement, the maximum amount of any liability of Olgc hereunder shall be limited to the amounts deposited from time to time in the Olgc Account pursuant to the provisions of the Development and Operating Agreement; provided that this sentence does not affect the Province’s obligations under Section 9.5. In no event shall Olgc or the Province be liable in respect of this Agreement or the Metis Litigation Agreement or the acknowledgements and consents required pursuant to Sections 12.16 and 12.17 for consequential or indirect damages or any non-compensatory monetary award. In no event shall either or both of the Limited Partnerships be liable for consequential or indirect damage or any noncompensatory monetary award to either or both of Olgc or the Province in respect of this Agreement or the Metis Litigation Agreement or the acknowledgements and consents required pursuant to Sections 12.16 and 12.17.
9. Law of Interpretation
  
  This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
10. Survival of Covenants
  
  Any covenant, term or provision of this Agreement which, in order to be effective must survive the termination of this Agreement, shall survive any such termination.
11. Assignment
  
  Except by operation of law, no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto, each of which may withhold its consent in its absolute discretion. Any such purported assignment made without the consent of the other parties shall be void and of no effect.
12. Waivers
  
  Subject to Section 4.8 and Article 11, no failure by the Province, Olgc, Ofn Limited Partnership or MFN Limited Partnership to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy consequent upon the breach thereof, shall constitute a waiver of any such breach or any subsequent breach of such covenant, agreement, term and condition. No covenant, agreement, term or condition of this Agreement and no breach thereof shall be waived except by written instrument signed by the party granting the waiver. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.
13. Force Majeure
  
  Notwithstanding any other provision of this Agreement, if, by reason of Force Majeure, any party is unable to perform in whole or in part its obligations under this Agreement, or a Limited Partner is unable to perform in whole or in part its obligations under the OFN Limited Partnership Agreement, then in such event and during such period of inability to perform, such party shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform and any failure to perform which is so caused shall not make such party liable to the other parties, and any time period in which such obligation is to be performed shall be extended for such period of inability to perform; provided that the party experiencing such Force Majeure provides the other parties with prompt notice thereof and uses all reasonable efforts to otherwise perform its obligations.
14. Counterparts and Delivery by Facsimile
  
  This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of the date first above written. An executed copy of this Agreement may be delivered by any party hereto by facsimile. In such event, such party shall forthwith deliver to the other parties hereto a copy of this Agreement executed by such party.
15. Conflict
  
  In the event of any inconsistency between the terms set out in this Agreement and any schedules attached hereto, the terms of this Agreement shall prevail to the extent of such inconsistency. In the event of any inconsistency between the terms set out in this Agreement and any provisions of the Métis Litigation Agreement, the provisions of the Métis Litigation Agreement shall prevail to the extent of such inconsistency. In the event of any inconsistency between (a) the terms set out in this Agreement, and (b) the provisions of any of the Protocol Agreement, the OFN Limited Partnership Agreement, the MFN Limited Partnership Agreement, the Shareholder Agreement, and the acknowledgements and consents required pursuant to Sections 12.16 and 12.17 of this Agreement, the provisions of this Agreement shall prevail to the extent of such inconsistency.
16. Acknowledgement and Consent of the Limited Partners
  
  OFN Limited Partnership agrees that it shall be a condition precedent for a distribution of funds to a Limited Partner that such Limited Partner executes and delivers to the Province the form of acknowledgement and consent set out in Schedule O.
17. Acknowledgement and Consent of the Chiefs of Ontario and Mnjikaning First Nation
  
  The release of Accumulated Net Revenues and Ongoing Net Revenues pursuant to this Agreement shall be conditional upon the Chiefs of Ontario and Mnjikaning First Nation having delivered to the Province an executed copy of an Acknowledgement and Consent in the form of, respectively, Schedules P and Q. This condition is in favour of the Province and Olgc.

Execution

In Witness Whereof the parties hereto have executed or caused this Agreement to be executed, all as of the day and year first above written.

Her Majesty The Queen In Right Of Ontario as represented by the Honourable James Flaherty, Attorney General and Minister Responsible for Native Affairs

Ontario Lottery And Gaming Corporation

Ontario First Nations Limited Partnership, by its General Partner, Ontario First Nations General Partner Inc.

Mnjikaning First Nation Limited Partnership, by its General Partner, Mnjikaning Chippewas General Partner Inc.

Schedule A

Title: Schedule A Ontario First Nations - Description: A table of the Bands registered under the Indian Act and their corresponding Chiefs

Schedule A.1

Near Bands

Beaverhouse First Nation
Hornepayne First Nation
Kashechewan First Nation
Koocheching First Nation
Mocreebec Council Of The Cree Nation
Namaygoosisagagun First Nation
Poplar Point First Nation
Whitewater Lake First Nation

Schedule B

Title: Schedule B Statement of accumulated Net Revenues - Description: A photocopied image of Schedule B

Schedule C

Title: Schedule C Quarterly Statement of Ongoing Net revenues - Description: A photocopied image of Schedule C

Schedule D

Title: Schedule D Annual Statement of Ongoing Net Revenues - Description: A photocopied image of Schedule D

Schedule E

Title: Schedule E Annual Statement of Non Arms lenghth and Related Party Transactions Exeeding $100,000 - Description: A phocopied Image of Schedule E

Schedule F

Title: Schedule F Ontario First Nations Limited Partnership Audited Financial Statements and Expenses By Catagory - Description: A photcopied image of Schedule F

Schedule G

Title: Schedule G - Description: A photocopied image of A statement to the Ontario Gaming Secretariat

Schedule H

Title: Schedule H - Description: A photocopied Image of Schedule

Schedule I

Title: Schedule I Approved Investments - Description: A photocopied image of schedule I Approved Investments

Schedule J

Title: Schedule J Permitted interim Investments - Description: A photocopied image Of Schedule J Permitted Interim Investments

Schedule K

Title: Schedule k OFN limited partnership agreement - Description: A photocopied image of the OFN limited partnership agreement cover page

Title: Schedule k OFN limited partnership agreement - Description: A photocopied image of the OFN limited partnership agreement table of contents

Title: Schedule k OFN limited partnership agreement - Description: A photocopied image of the OFN limited partnership agreement

Title: Schedule k OFN limited partnership agreement - Description: A photocopied image of the OFN limited partnership agreement signatory page

Title: Schedule k OFN limited partnership agreement - Description: A photocopied image of the OFN limited partnership agreementsignatory page

Title: Schedule k OFN limited partnership agreement - Description: A photocopied image of the OFN limited partnership agreement signatory page

Schedule L

Title: Schedule L MFN limited partnership agreement - Description: A photocopied image of the MFN limited partnership agreement cover page

Title: Schedule L MFN limited partnership agreement - Description: A photocopied image of the MFN limited partnership agreement table of contents

Title: Schedule L MFN limited partnership agreement - Description: A photocopied image of the MFN limited partnership agreement

Schedule M

Title: Schedule M Form of Confedentiality Agreement - Description: A photocopied Image of Schedule M Form of Confedentiality Agreement

Schedule N

Title: Schedule N Statement of Claim - Description: A photocopied image of Schedule N Statement of Claim Cover page

Title: Schedule N Statement of Claim - Description: A photoccopied image of an Ontario court ( general division) Statement of Claim betwen Chiefs of Ontario and the Majesty the Queen in Right of Ontario

Schedule O

Title: Schedule O Ackknowledgement and Consent - Description: A photocopied image of Schedule O Acknowledgement and Consent

Schedule P

Title: Schedule P Acknowledgement and Consent of the Chiefs of Ontario - Description: A photocopied image of Schedule Acknowledgement and Consent of the Chiefs of Ontario

Schedule Q

Title: Schedule Q Acknowledgement and Consent of Mnjikaning First Nation - Description: A photocopied image of Schedule Q Acknowledgement and Consent of Mnjikaning First Nation