Cancellation of Certificate of Incorporation (Corporations Tax Act Defaulters)

Notice Is Hereby Given that, under subsection 241(4) of the Business Corporations Act, the Certificate of Incorporation of the corporations named hereunder have been cancelled by an Order for default in complying with the provisions of the Corporations Tax Act, and the said corporations have been dissolved on that date.

Date

Name of Corporation

Ontario Corporation Number

2008-03-24

A. Shine Enterprises Inc.

001255974

2008-03-24

Acc Sys Management Inc.

001262706

2008-03-24

Accelerating Business Promotions Inc.

001251976

2008-03-24

Ace Electrical Acquisition Inc.

001257450

2008-03-24

Allphase Mechanical Inc.

001263948

2008-03-24

Andre Cote Lifestyle Planning Inc.

001259079

2008-03-24

Arista Systems Inc.

001257752

2008-03-24

Astara Truck Line Inc.

001263148

2008-03-24

Branden Gates Art And Production Ltd.

001251975

2008-03-24

Bridal Centre Inc.

001269458

2008-03-24

Butterfield & Zuckerman Productions Inc.

001259962

2008-03-24

Cabin Safety And Training Inc.

001215149

2008-03-24

Cameron’s Christian Bookstore Hamilton Ltd.

001243539

2008-03-24

Canada Consultants Corp.

001263953

2008-03-24

Castlerock Ceramic & Marble Ltd.

001252511

2008-03-24

Cojam Fire Protection Design Ltd.

001264785

2008-03-24

Compnet Consulting Inc.

001257719

2008-03-24

D.M. Asthma Research Group Inc.

001242258

2008-03-24

Danto Inc.

001248990

2008-03-24

Dawson Construction Inc.

001232311

2008-03-24

Dupont Roofing & Sheet Metal Inc.

001267015

2008-03-24

Dynasty Arts And Culture International Co. Ltd.

001253238

2008-03-24

Echelon Marcap Enterprises Ltd.

001253990

2008-03-24

Flying Locomotive Ventures Inc.

001272333

2008-03-24

Frank & Christine’s Fine Catering Ltd.

001255386

2008-03-24

G-9 Investments Inc.

001255427

2008-03-24

Greenthings Hydroponics Ltd.

001254116

2008-03-24

Highmark Career Services Ltd.

001255888

2008-03-24

Image Concept Inc.

001258445

2008-03-24

Integrated Glycol Technologies Inc.

001260937

2008-03-24

Iq Technologies Corp.

001261388

2008-03-24

Island Electric Ltd.

001262765

2008-03-24

J&L Benefits Group Inc.

001260003

2008-03-24

Jjas Scientific Inc.

001252047

2008-03-24

Jvl Renovations Inc.

001260564

2008-03-24

Kaili Enterprise Canada Inc.

001256706

2008-03-24

Knowledge Grove Inc.

001242254

2008-03-24

Linear Auto Body Inc.

001262155

2008-03-24

Lombard Plaza Ltd.

001265029

2008-03-24

Marshall Telecom Services Inc.

001257346

2008-03-24

Mcl Dispute Resolution Inc.

001265024

2008-03-24

Michael Emmett Productions Ltd.

001261457

2008-03-24

National Solutions And Services Inc.

001252809

2008-03-24

O.P.E. Engineering Inc.

001257263

2008-03-24

Otago International Trading Inc.

001261304

2008-03-24

Pennmac Investment Inc.

001260496

2008-03-24

Pony Express Courier Inc.

001260430

2008-03-24

Premier Advertising Group Ltd.

001265444

2008-03-24

R.H.B. Welding Technology Ltd.

001253162

2008-03-24

Ritesoft Inc.

001258295

2008-03-24

Sasan-Soft Inc.

001270051

2008-03-24

Select Appliance Inc.

001255686

2008-03-24

Skepa Limited

001259543

2008-03-24

Soo Line Pictures Inc.

001272906

2008-03-24

Southwestern Adjusters Inc.

001247962

2008-03-24

Splash Sports Bar & Cafe Ltd.

001265693

2008-03-24

Sra Consulting Inc.

001265105

2008-03-24

Stars & Galaxies Co. Ltd.

001261185

2008-03-24

Strategic Serv Group Inc.

001251986

2008-03-24

Strictly Hardcore Inc.

001258594

2008-03-24

Summerbreeze Sheet Metal Inc.

001260546

2008-03-24

Sytor Development Inc.

001272265

2008-03-24

T & J Designs Incorporated

001260377

2008-03-24

T.B.F.I. Ltd.

001265468

2008-03-24

The New Wave Inc.

001271129

2008-03-24

Tiber Inc.

001251306

2008-03-24

Tudhope’s Investment Centre Inc.

001230894

2008-03-24

Vernazza Holdings Ltd.

001265398

2008-03-24

Wellplan International Consultant Inc.

001263464

2008-03-24

Wild Paths Inc.

001232251

2008-03-24

Zoti Lake Incorporated

001242253

2008-03-24

1129658 Ontario Limited

001129658

2008-03-24

1188027 Ontario Limited

001188027

2008-03-24

1211927 Ontario Limited

001211927

2008-03-24

1214779 Ontario Limited

001214779

2008-03-24

1230921 Ontario Inc.

001230921

2008-03-24

1246657 Ontario Ltd.

001246657

2008-03-24

1248000 Ontario Limited

001248000

2008-03-24

1248641 Ontario Inc.

001248641

2008-03-24

1248920 Ontario Inc.

001248920

2008-03-24

1251410 Ontario Inc.

001251410

2008-03-24

1252666 Ontario Inc.

001252666

2008-03-24

1252916 Ontario Inc.

001252916

2008-03-24

1254079 Ontario Inc.

001254079

2008-03-24

1254112 Ontario Ltd.

001254112

2008-03-24

1255030 Ontario Ltd.

001255030

2008-03-24

1256235 Ontario Inc.

001256235

2008-03-24

1257076 Ontario Limited

001257076

2008-03-24

1258132 Ontario Inc.

001258132

2008-03-24

1258819 Ontario Inc.

001258819

2008-03-24

1259064 Ontario Inc.

001259064

2008-03-24

1259081 Ontario Ltd.

001259081

2008-03-24

1259360 Ontario Inc.

001259360

2008-03-24

1259470 Ontario Limited

001259470

2008-03-24

1261024 Ontario Inc.

001261024

2008-03-24

1261187 Ontario Inc.

001261187

2008-03-24

1261303 Ontario Inc.

001261303

2008-03-24

1261759 Ontario Inc.

001261759

2008-03-24

1262068 Ontario Ltd.

001262068

2008-03-24

1262255 Ontario Inc.

001262255

2008-03-24

1262443 Ontario Limited

001262443

2008-03-24

1263449 Ontario Inc.

001263449

2008-03-24

1264578 Ontario Inc.

001264578

2008-03-24

1265434 Ontario Inc.

001265434

2008-03-24

1265477 Ontario Inc.

001265477

2008-03-24

1266999 Ontario Limited

001266999

2008-03-24

1268639 Ontario Inc.

001268639

2008-03-24

1268648 Ontario Inc.

001268648

2008-03-24

1269452 Ontario Limited

001269452

2008-03-24

1269976 Ontario Inc.

001269976

2008-03-24

1271005 Ontario Ltd.

001271005

2008-03-24

1271589 Ontario Inc.

001271589

2008-03-24

1272501 Ontario Inc.

001272501

2008-03-24

1272896 Ontario Ltd.

001272896

M. Kalsbeek
Director, Companies and Personal Property
Security Branch
(141-G163)

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

2007-08-22

Applied Biometrics Inc.

001491119

2007-10-01

Argyle Group Corp.

001170557

2008-03-11

Metro Vertex Construction Inc.

002093966

2008-03-13

2087825 Ontario Inc.

002087825

2008-03-14

Contact Office Services Ltd.

000829249

2008-03-14

Debora Doffing Photography Inc.

001100768

2008-03-14

Fly-Form Structures Inc.

000750353

2008-03-14

Leatherline Manufacturing Limited

000533082

2008-03-14

1111654 Ontario Inc.

001111654

2008-03-16

2060790 Ontario Inc.

002060790

2008-03-17

Ardac Enterprises Ltd.

001054990

2008-03-17

Brian Fray Designs Incorporated

000484169

2008-03-17

Broughton Auto & Truck Repair Inc.

000427724

2008-03-17

Chalk One Up Inc.

001631439

2008-03-17

Creative Gardens By Design Inc.

001687648

2008-03-17

Guy Parone Construction Inc.

000542246

2008-03-17

Gwh Web Performances Ltd.

001628584

2008-03-17

Healthy Lawn Care Products & Services Inc.

000965772

2008-03-17

Impex Trading & Consulting (Canada) Corporation

001071939

2008-03-17

J. Dance Inc.

001636735

2008-03-17

Jishun Telecom Trading Inc.

002119545

2008-03-17

Kaylin Consulting Inc.

001320908

2008-03-17

New Welson (Canada) Ltd.

001047781

2008-03-17

Peter Case Communications & Marketing Inc.

001381735

2008-03-17

Starline Distributors Inc.

002014963

2008-03-17

The Needs Inc.

002065231

2008-03-17

Waterland International Inc.

001564572

2008-03-17

Wedge The Mover Inc.

001422934

2008-03-17

William Fick Construction Limited

000439489

2008-03-17

1478330 Ontario Ltd.

001478330

2008-03-17

1597261 Ontario Ltd.

001597261

2008-03-17

2054458 Ontario Limited

002054458

2008-03-17

2068781 Ontario Ltd.

002068781

2008-03-17

342155 Ontario Limited

000342155

2008-03-17

532197 Ontario Ltd.

000532197

2008-03-17

635503 Ontario Inc.

000635503

2008-03-18

Century 21 Four Seasons Realty Ltd.

001067580

2008-03-18

F/S/O Management Inc.

001529755

2008-03-18

Goldie Investments Limited

000364288

2008-03-18

Irvin J. Capron Construction Incorporated

000891795

2008-03-18

Lucca-Pisa Ltd.

000738019

2008-03-18

Wire Weld Products Inc.

000542665

2008-03-18

Zap Domain Inc.

002023914

2008-03-18

1124619 Ontario Inc.

001124619

2008-03-18

1471185 Ontario Inc.

001471185

2008-03-18

754830 Ontario Limited

000754830

2008-03-18

793059 Ontario Limited

000793059

2008-03-18

847891 Ontario Inc.

000847891

2008-03-19

B. Butera Holdings Limited

000761438

2008-03-19

Barnes Holdings Inc.

000319041

2008-03-19

Commercial Leather Mfg. Co. Ltd.

000657845

2008-03-19

David Gore Consulting Associates Limited

002011749

2008-03-19

Double-One Technology Inc.

001661343

2008-03-19

Excel Signs & Engravers Inc.

000633256

2008-03-19

Ian Chevrette Precision Inc.

001374698

2008-03-19

Innate Technical Inc.

001038393

2008-03-19

Jda Fleet Consulting Services Inc.

002063802

2008-03-19

Jp Business Enterprises (Canada) Inc.

001182207

2008-03-19

Jrfs Management Company Ltd.

001106944

2008-03-19

Kawartha Muffler & Brake Inc.

001009656

2008-03-19

Mafsoft Corporation

001520756

2008-03-19

Mf Minhas Professional Corporation

002095815

2008-03-19

Orinoco Imports Ltd.

001032116

2008-03-19

P.J.Volpe Realty Inc.

000085685

2008-03-19

Parks Transport Service Inc.

002041865

2008-03-19

R K Fenmar Inc.

001232750

2008-03-19

Shakaz Ltd.

000983756

2008-03-19

Shakespeare Furniture Ltd.

000900812

2008-03-19

Systel Corporation

001251339

2008-03-19

Tabar Brothers Inc.

001380395

2008-03-19

Trade Transportation Systems Inc.

000925505

2008-03-19

Willcrest Limited

000466209

2008-03-19

Winda International Inc.

000467836

2008-03-19

Winmitch Inc.

000867624

2008-03-19

1018540 Ontario Inc.

001018540

2008-03-19

1439171 Ontario Inc.

001439171

2008-03-19

1471346 Ontario Inc.

001471346

2008-03-19

1481713 Ontario Incorporated

001481713

2008-03-19

1487722 Ontario Ltd.

001487722

2008-03-19

2046191 Ontario Inc.

002046191

2008-03-19

2058334 Ontario Inc.

002058334

2008-03-19

2076763 Ontario Inc.

002076763

2008-03-19

2081123 Ontario Inc.

002081123

2008-03-19

2084004 Ontario Inc.

002084004

2008-03-19

2088413 Ontario Limited

002088413

2008-03-19

2095087 Ontario Limited

002095087

2008-03-19

2115774 Ontario Inc.

002115774

2008-03-19

449696 Ontario Inc.

000449696

2008-03-19

606956 Ontario Ltd.

000606956

2008-03-20

Ag Network Limited

001084691

2008-03-20

Agnew Communications Inc.

000491485

2008-03-20

Bob Mcgregor Motor Sales Inc.

000509343

2008-03-20

Brookside Homes Inc.

000650673

2008-03-20

Consolidated Produce Suppliers Inc.

001062404

2008-03-20

Dobson Computer Consulting Inc.

001246620

2008-03-20

G. & J. Plummer Management Limited

000396477

2008-03-20

I & J Consultants Inc.

000708961

2008-03-20

K.K. Overseas Ltd.

002076896

2008-03-20

Khalsa Petroleum Inc.

001240112

2008-03-20

Klein’s Bakery Ltd.

000409222

2008-03-20

Lasener Shipping Agency Inc.

001207590

2008-03-20

Lucon Limited

001189815

2008-03-20

Mcmurdo Developments Inc.

002052920

2008-03-20

Mjm Inc.

001013722

2008-03-20

Mykul Technologies Inc.

002052053

2008-03-20

North American Campground Membership Resales Inc.

001067489

2008-03-20

Pulse Technology Corp.

000898126

2008-03-20

Rod Sokolowski Trucking Ltd.

000654092

2008-03-20

Signum Construction Ltd.

000805170

2008-03-20

Simple Solid Software Solutions Ltd.

001262139

2008-03-20

Sizzle Clothing Ltd.

001448102

2008-03-20

Techpubs.Ca Inc.

001522654

2008-03-20

Tomona Electric Ltd.

000559572

2008-03-20

Transport Scholaire Greely School Transportation Inc.

001197743

2008-03-20

Upper Limits Inc.

001534251

2008-03-20

Vintom Inc.

001467140

2008-03-20

1119671 Ontario Limited

001119671

2008-03-20

1172209 Ontario Inc.

001172209

2008-03-20

1193101 Ontario Inc.

001193101

2008-03-20

1230100 Ontario Inc.

001230100

2008-03-20

1375826 Ontario Inc.

001375826

2008-03-20

1439631 Ontario Ltd.

001439631

2008-03-20

1499394 Ontario Inc.

001499394

2008-03-20

1529161 Ontario Inc.

001529161

2008-03-20

1552703 Ontario Inc.

001552703

2008-03-20

1614011 Ontario Ltd.

001614011

2008-03-20

1652467 Ontario Inc.

001652467

2008-03-20

1666114 Ontario Inc.

001666114

2008-03-20

2024186 Ontario Limited

002024186

2008-03-20

2120387 Ontario Corporation

002120387

2008-03-20

478256 Ontario Ltd.

000478256

2008-03-20

747290 Ontario Limited

000747290

2008-03-20

789342 Ontario Ltd.

000789342

2008-03-20

875084 Ontario Ltd.

000875084

2008-03-20

946987 Ontario Limited

000946987

2008-03-20

948944 Ontario Inc.

000948944

2008-03-24

Derek Vogl Drugs Limited

001526470

2008-03-25

A Man, A Concert And His Music Inc.

000845862

2008-03-25

Addington Hills Equestrian Centre Ltd.

001277018

2008-03-25

Adelmoe Motors Wholesale Inc.

001310752

2008-03-25

And Go Inc.

001605157

2008-03-25

Burnett Fuels Ltd.

000491806

2008-03-25

C & A Distribution Centre Inc.

001541672

2008-03-25

Collingwood Chalet Resorts Two Inc.

000813262

2008-03-25

Crossways Transport Inc.

001350147

2008-03-25

D. Mcconnery Transport Inc.

000685140

2008-03-25

Delia Cheese Ltd.

000464056

2008-03-25

Delta Vod Corporation

001662245

2008-03-25

Flashfire Inc.

001719177

2008-03-25

General Network Services - Gns Ltd.

002005185

2008-03-25

Hanc Ltd.

001509536

2008-03-25

Hari Holdings Inc.

001424999

2008-03-25

Home Town Phone Book Inc.

001714680

2008-03-25

Hrmate Inc.

001569760

2008-03-25

Imprints Canada Inc.

001211493

2008-03-25

Kajake Investments Ltd.

000347321

2008-03-25

Launch Suite Inc.

001486061

2008-03-25

Londuf Holdings Limited

000119064

2008-03-25

Louie Management Consulting Inc.

001259440

2008-03-25

Lucipaul Holdings Inc.

001251028

2008-03-25

Mak Stone Ltd.

001581738

2008-03-25

Marchard Inc.

001483296

2008-03-25

Metro Laz Consulting Co. Inc.

001483074

2008-03-25

Niagara Regional Sports Clinic Inc.

000585321

2008-03-25

O-Sung Group Ltd.

000974275

2008-03-25

Op Homes Inc.

001598728

2008-03-25

Ostapovich Family Holdings Limited

000583863

2008-03-25

Ramco Truck & Equipment Sales Ltd.

000608620

2008-03-25

Ready To Roll Holdings Inc.

001063094

2008-03-25

Rl Custom Machine Ltd.

001579008

2008-03-25

Rmg Millennium Inc.

001402198

2008-03-25

Rolling Meadows Trucking Inc.

001411328

2008-03-25

Rotcib Holdings Limited

000227367

2008-03-25

Ruscoma Investments Group Inc.

000963710

2008-03-25

Seatech Enterprises Inc.

001416856

2008-03-25

Southview Sales & Service Limited

000289924

2008-03-25

Steelworkers Holdings Limited

000068923

2008-03-25

Stevens Motors Inc.

001708904

2008-03-25

The Dunlop Group Inc.

001246254

2008-03-25

Ultimate Lighting Inc.

001578295

2008-03-25

United Logistics Inc.

001091040

2008-03-25

Venplan Inc.

001379344

2008-03-25

Windsor Court Management Corp.

000628531

2008-03-25

1048539 Ontario Inc.

001048539

2008-03-25

1063826 Ontario Inc.

001063826

2008-03-25

1065404 Ontario Ltd.

001065404

2008-03-25

1104069 Ontario Limited

001104069

2008-03-25

1114404 Ontario Ltd.

001114404

2008-03-25

1119493 Ontario Limited

001119493

2008-03-25

1155002 Ontario Limited

001155002

2008-03-25

1220372 Ontario Limited

001220372

2008-03-25

1230225 Ontario Inc.

001230225

2008-03-25

1367038 Ontario Inc.

001367038

2008-03-25

1409630 Ontario Inc.

001409630

2008-03-25

1462736 Ontario Inc.

001462736

2008-03-25

1486560 Ontario Inc.

001486560

2008-03-25

1507300 Ontario Inc.

001507300

2008-03-25

1511407 Ontario Ltd.

001511407

2008-03-25

1526864 Ontario Limited

001526864

2008-03-25

1555823 Ontario Inc.

001555823

2008-03-25

1564098 Ontario Inc.

001564098

2008-03-25

1594617 Ontario Inc.

001594617

2008-03-25

1624465 Ontario Ltd.

001624465

2008-03-25

1632145 Ontario Inc.

001632145

2008-03-25

1652509 Ontario Ltd.

001652509

2008-03-25

1660733 Ontario Ltd.

001660733

2008-03-25

1660734 Ontario Inc.

001660734

2008-03-25

1668881 Ontario Limited

001668881

2008-03-25

1694166 Ontario Ltd.

001694166

2008-03-25

1718556 Ontario Inc.

001718556

2008-03-25

2015505 Ontario Inc.

002015505

2008-03-25

2060991 Ontario Limited

002060991

2008-03-25

703269 Ontario Inc.

000703269

2008-03-25

887163 Ontario Inc.

000887163

2008-03-25

939282 Ontario Inc.

000939282

2008-03-25

957044 Ontario Ltd.

000957044

2008-03-25

985981 Ontario Ltd.

000985981

2008-03-25

992289 Ontario Inc.

000992289

2008-03-26

Acoustics Services Toronto Inc.

000201970

2008-03-26

Action Audio Visual Inc.

000731143

2008-03-26

Albright Heating & Cooling Ltd.

001079816

2008-03-26

Albright Window Cleaning Ltd.

000903897

2008-03-26

Aleman Schooley Trading Inc.

001609661

2008-03-26

Almic Creative Landscaping Ltd.

000667773

2008-03-26

Big Fish Casting Studios Inc.

001463232

2008-03-26

Burglar Master Ltd.

000505357

2008-03-26

E-Merging Skills Inc.

001261662

2008-03-26

Emerald Weddings Inc.

001655425

2008-03-26

Frb Management Enterprises Inc.

001210302

2008-03-26

Genuine Janitorial Inc.

001246358

2008-03-26

Grape Holdings Inc.

001250222

2008-03-26

Grape Management Consulting Inc.

001250224

2008-03-26

Jennkean Consulting Inc.

001513132

2008-03-26

Jewels And Time, Inc.

001412639

2008-03-26

Keith Rutledge Enterprises Limited

000655425

2008-03-26

Koex Management Inc.

000994467

2008-03-26

Lord Elgin Building Corp.

001042230

2008-03-26

Lsz North America Development (Canada) Inc.

001047393

2008-03-26

Milton Albright Electric Co. Ltd.

000903898

2008-03-26

Newton E. Gostlin Limited

000126124

2008-03-26

Q. Cases International Inc.

001203292

2008-03-26

Quattor Investments Of London Limited

000201978

2008-03-26

R.D. Scarification Ltd.

001333548

2008-03-26

Raj Real Estate Inc.

001546134

2008-03-26

Red Ocean Aqua Inc.

001265214

2008-03-26

Roberta Wright Pharmacy Inc.

001185819

2008-03-26

Roselawn Investments Limited

000071654

2008-03-26

S.R.M. Retail Ltd.

001017032

2008-03-26

South China Stone Inc.

001485676

2008-03-26

Sutlej Trucking Inc.

002095965

2008-03-26

Sweet Swan Inc.

001593049

2008-03-26

Teak Decor Inc.

001377843

2008-03-26

Violet Pastry Inc.

001375981

2008-03-26

1045565 Ontario Limited

001045565

2008-03-26

1070225 Ontario Inc.

001070225

2008-03-26

1411588 Ontario Limited

001411588

2008-03-26

1422259 Ontario Inc.

001422259

2008-03-26

1448199 Ontario Limited

001448199

2008-03-26

1486595 Ontario Limited

001486595

2008-03-26

1500790 Ontario Inc.

001500790

2008-03-26

1505917 Ontario Ltd.

001505917

2008-03-26

1560633 Ontario Inc.

001560633

2008-03-26

1571491 Ontario Ltd.

001571491

2008-03-26

1638565 Ontario Ltd.

001638565

2008-03-26

1719143 Ontario Limited

001719143

2008-03-26

2068690 Ontario Inc.

002068690

2008-03-26

2103839 Ontario Inc.

002103839

2008-03-26

609817 Ontario Ltd.

000609817

2008-03-26

884079 Ontario Ltd.

000884079

2008-03-27

A.N.T. Medical Inc.

001246413

2008-03-27

Aberlady Development Corporation Limited

000220173

2008-03-27

Ati Ventures Inc.

001555177

2008-03-27

Bb & J Repairs And Design Inc.

001658539

2008-03-27

Casket Royale Limited

001205562

2008-03-27

D. G. Stevens & Creators Ltd.

000438099

2008-03-27

Emil Simon Investment Inc.

000919908

2008-03-27

Empire Heating And Air-Conditioning Ltd.

001127427

2008-03-27

Gem Dvd Corp.

001553220

2008-03-27

J. T. Hord General Contracting Limited

000342536

2008-03-27

Jedfro Construction Company Limited

000312344

2008-03-27

Johnston Co. Inc.

000902680

2008-03-27

Julian Investments Inc.

001175406

2008-03-27

K J M Contracting Inc.

002058592

2008-03-27

Kanaan Consulting Canada Ltd.

001467547

2008-03-27

Lucky Four Supermarkets Ltd.

000506729

2008-03-27

M. H. S. Construction Limited

000390680

2008-03-27

Maak Consulting (Windsor) Limited

001266124

2008-03-27

National Centre For Warranty Analysis Ltd.

001008926

2008-03-27

Percy’s Peak Inc.

001272009

2008-03-27

Pool Paradise Inc.

002015130

2008-03-27

Rousillac Technologies Inc.

001220365

2008-03-27

Rt & Associates Emergency Management Systems Inc.

001199521

2008-03-27

Sequel Industries Inc.

000273562

2008-03-27

Shason Pacific Transport Inc.

001621532

2008-03-27

Style And The City Inc.

001712008

2008-03-27

T. B. Astucci Inc.

001271120

2008-03-27

Tri Continental Capital Holdings Inc.

000918150

2008-03-27

Yorkwood Homes (Georgetown) Inc.

001261525

2008-03-27

1004630 Ontario Inc.

001004630

2008-03-27

1012673 Ontario Limited

001012673

2008-03-27

1117839 Ontario Ltd.

001117839

2008-03-27

1182649 Ontario Inc.

001182649

2008-03-27

1241042 Ontario Ltd.

001241042

2008-03-27

1298126 Ontario Limited

001298126

2008-03-27

1414600 Ontario Inc.

001414600

2008-03-27

1436386 Ontario Ltd.

001436386

2008-03-27

1451144 Ontario Inc.

001451144

2008-03-27

1547451 Ontario Inc.

001547451

2008-03-27

1610226 Ontario Limited

001610226

2008-03-27

1684866 Ontario Inc.

001684866

2008-03-27

2000384 Ontario Inc.

002000384

2008-03-27

2019122 Ontario Inc.

002019122

2008-03-27

2025715 Ontario Inc.

002025715

2008-03-27

521767 Ontario Limited

000521767

2008-03-27

605143 Ontario Limited

000605143

2008-03-27

674137 Ontario Limited

000674137

2008-03-27

892981 Ontario Inc.

000892981

2008-03-27

967023 Ontario Inc.

000967023

2008-03-28

Bon Voyage Marketing Inc.

001290332

2008-03-28

Brandcor-Praise Joint Venture Inc.

001517600

2008-03-28

Canadian Baustoffe Ontario Ltd.

001365036

2008-03-28

Devere Properties Limited

000761451

2008-03-28

F. Bergsma & Sons Limited

000155415

2008-03-28

Fta Trading Inc.

001647037

2008-03-28

G & H Timber Contracting Limited

000543336

2008-03-28

Highway 27-Langstaff Holdings Inc.

000779339

2008-03-28

J & C Trucking Ltd.

001164722

2008-03-28

Kyber Sportswear Corp.

001618498

2008-03-28

Leifun Distribution Inc.

001608964

2008-03-28

Maple Living Journal Inc.

001294559

2008-03-28

Mctu Diagnostics Ltd.

001274570

2008-03-28

Nori Bolado Consulting Inc.

001182837

2008-03-28

Payproc Technology Development Ltd.

001438032

2008-03-28

1178587 Ontario Inc.

001178587

2008-03-28

1423172 Ontario Limited

001423172

2008-03-28

1457098 Ontario Limited

001457098

2008-03-28

1472397 Ontario Ltd.

001472397

2008-03-28

1485447 Ontario Inc.

001485447

2008-03-28

1493199 Ontario Inc.

001493199

2008-03-28

1514168 Ontario Inc.

001514168

2008-03-28

1544232 Ontario Inc.

001544232

2008-03-28

2004896 Ontario Inc.

002004896

2008-03-28

882153 Ontario Limited

000882153

2008-03-28

884836 Ontario Limited

000884836

2008-03-31

Bayview Sky Service Inc.

001734515

2008-03-31

First Source Global Logistics Ltd.

001545212

2008-03-31

Mabee Gas Bar Inc.

001015065

2008-03-31

Sunlight Photo Copy Centre Ltd.

001334473

2008-03-31

Venbridge Inc.

001427412

2008-03-31

Videolux Productions Inc.

001323791

2008-03-31

Vlee Network Inc.

002134844

2008-03-31

1032724 Ontario Ltd.

001032724

2008-03-31

1143190 Ontario Ltd.

001143190

2008-03-31

1291370 Ontario Inc.

001291370

2008-03-31

1712075 Ontario Limited

001712075

2008-03-31

2046708 Ontario Inc.

002046708

2008-04-01

Ackland Photography Ltd.

000822010

2008-04-01

Advantage Moving Systems Inc.

001021388

2008-04-01

Alexander Gourmet Imports Ltd.

001623504

2008-04-01

Best Z Inc.

001320726

2008-04-01

Carlton Capital Corporation

001559567

2008-04-01

Contor Realty Limited

001729012

2008-04-01

Divine Jewellery Corporation

000937661

2008-04-01

Integrated Asset Managment Limited

001674721

2008-04-01

Monolitar Holdings Inc.

001553105

2008-04-01

Orin-Bruce Management Ltd.

000412040

2008-04-01

Oshawa Suites Inc.

001070670

2008-04-01

Quintex Garment Co. Ltd.

000842953

2008-04-01

Rebound Productions Ltd.

002024549

2008-04-01

Z&J Maintenance Services Ltd.

001282683

2008-04-01

1127356 Ontario Limited

001127356

2008-04-01

1134083 Ontario Ltd.

001134083

2008-04-01

1329929 Ontario Limited

001329929

2008-04-01

1585603 Ontario Limited

001585603

2008-04-01

1638002 Ontario Inc.

001638002

2008-04-01

2053254 Ontario Inc.

002053254

2008-04-01

883509 Ontario Inc.

000883509

2008-04-01

910927 Ontario Limited

000910927

2008-04-02

Altitude Baking & Catering Ltd.

000573024

2008-04-02

Anmol Trucking Inc.

002090830

2008-04-02

Canalink Trading International Inc.

001029540

2008-04-02

Carl Wilson Industries Ltd.

000532594

2008-04-02

Cashcow Productions Ltd.

002071807

2008-04-02

Chrismar Investments Limited

000226447

2008-04-02

Cnkg Consulting Inc.

002090119

2008-04-02

Coastline Contracting Inc.

002094760

2008-04-02

Cordial Contractors Ltd.

000838732

2008-04-02

Countrywide Eco-Clean Inc.

001626130

2008-04-02

D. Mortell Limited

000251009

2008-04-02

Flectrotec Automation Controls Ltd.

002024001

2008-04-02

Grant Environmental Ltd.

000607601

2008-04-02

Holtom Consulting Services Inc.

001573784

2008-04-02

Inspired Within Inc.

001624295

2008-04-02

Kaihan Group Of Companies Ltd.

000983039

2008-04-02

Labyrinth Studios Incorporated

001168213

2008-04-02

Law Construction Limited

000041786

2008-04-02

Leeds Millwrighting Ltd.

001104810

2008-04-02

LOK8 Inc.

001629619

2008-04-02

Lynnwood Mobile Homes Limited

000229142

2008-04-02

Medplus Consulting & Services Inc.

002030410

2008-04-02

Normiska Peat Inc.

000964995

2008-04-02

Norse Marketing Inc.

000744401

2008-04-02

North Metro Electric Inc.

000964663

2008-04-02

O.D.P. Custom Brokers Limited

000366208

2008-04-02

Precise Home Inspection Services Inc.

002048768

2008-04-02

Priestap Holdings Inc.

000471027

2008-04-02

Relm Tavern Ltd.

000312336

2008-04-02

Variety Fashion Ltd.

001353478

2008-04-02

Warwick Ridge Inc.

001544127

2008-04-02

Worthing Distributors Ltd.

000454806

2008-04-02

1130688 Ontario Inc.

001130688

2008-04-02

1173918 Ontario Inc.

001173918

2008-04-02

1348909 Ontario Limited

001348909

2008-04-02

1478726 Ontario Inc.

001478726

2008-04-02

1666474 Ontario Inc.

001666474

2008-04-02

1699962 Ontario Ltd.

001699962

2008-04-02

2085830 Ontario Inc.

002085830

2008-04-02

624159 Ontario Inc.

000624159

2008-04-02

832581 Ontario Limited

000832581

2008-04-02

922128 Ontario Inc.

000922128

2008-04-02

962221 Ontario Inc.

000962221

2008-04-02

983167 Ontario Limited

000983167

2008-04-03

A1 Electronics Wholesale Inc.

002124513

2008-04-03

Carlton Land Holdings And Investment Inc.

002041199

2008-04-03

Danone International Brands Canada Inc./ Les Marques Internationales Danone Canada Inc.

001072696

2008-04-03

Fashionco Inc.

001283332

2008-04-03

Graham Hargrave Investments Inc.

001312038

2008-04-03

Greenvilla (Bristol) Development Group Inc.

002016184

2008-04-03

Greenvilla (Scottfield) Development Group Inc.

001519089

2008-04-03

Osmington 905 King Inc.

001360890

2008-04-03

Physiomed Burlington Inc.

001513596

2008-04-03

Physiomed Dundas Inc.

001554894

2008-04-03

Precision Health Inc.

002007276

2008-04-03

Red Bergamot Ltd.

001722192

2008-04-03

Renaissance Group Inc.

002063186

2008-04-03

Resolutions And Designs Inc.

001268204

2008-04-03

1114329 Ontario Inc.

001114329

2008-04-03

1238017 Ontario Limited

001238017

2008-04-03

1250165 Ontario Limited

001250165

2008-04-03

1388980 Ontario Inc.

001388980

2008-04-03

1574820 Ontario Inc.

001574820

2008-04-03

2102733 Ontario Inc.

002102733

2008-04-03

370885 Ontario Limited

000370885

2008-04-03

966977 Ontario Limited

000966977

M. Kalsbeek
Director, Companies and Personal Property
Security Branch
(141-G164)

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

2008-04-04

1185764 Ontario Ltd.

1185764

M. Kalsbeek
Director, Companies and Personal Property
Security Branch
(141-G165)

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

2008-04-04

M.F.C. Municipal Finance Conference

855964

M. Kalsbeek
Director, Companies and Personal Property
Security Branch
(141-G166)

Change of Name Act

Notice Is Hereby Given that the following changes of name were granted during the period from March 31, 2008 to April 06, 2008 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

March 31, 2008 to April 06, 2008

Abdulrahman, Bejair.

Kittani, Bejair.

March 31, 2008 to April 06, 2008

Abo Koider, Fatma

Hadad, Natali

March 31, 2008 to April 06, 2008

Ahmed, Taimoor.

Abdul, Taimoor.

March 31, 2008 to April 06, 2008

Al-Neameh, Atheer.

Nemy, Arthur.D.

March 31, 2008 to April 06, 2008

Al-Shammari, Majid.

Al Farraj, Majid.Atallah.

March 31, 2008 to April 06, 2008

Aldridge, Jesse.Clifford.Allan.

Drinkwalter, Jesse.Clifford.Allan.

March 31, 2008 to April 06, 2008

Alfonso Kuan, Hernan.Yesid.

Kuan, Yahkoh.Yezid.Hernan.Alfonso.

March 31, 2008 to April 06, 2008

Alushaj, Marsela.

Libenstein, Marsela.Alushaj.

March 31, 2008 to April 06, 2008

Amjad, Lana.

Kittani, Lana.

March 31, 2008 to April 06, 2008

Amjad, Laween.

Kittani, Laween.

March 31, 2008 to April 06, 2008

Amyotte, Gerard.

Cliche, Gerard.Joseph.

March 31, 2008 to April 06, 2008

Austin, Jason.Alex.Darryl.

Austin, Jason.Drake.Alexander.D'Kiss.

March 31, 2008 to April 06, 2008

Bast, Susanna.Barbara.

Bowman, Susanna.Barbara.

March 31, 2008 to April 06, 2008

Bejair, Mohammed

Kittani, Mohammed.

March 31, 2008 to April 06, 2008

Blinov, Alexandre.

Blinov, Sasha.

March 31, 2008 to April 06, 2008

Bonham, Shantelle.Victoria.

Vandesteeg, Shantelle.Victoria.

March 31, 2008 to April 06, 2008

Bravatti De Mazariegos, Lidia.Lucrecia.

Bravatti-Figueroa, Lidia.Lucrecia.

March 31, 2008 to April 06, 2008

Bridge, Ronald.James.

Bridge, Jamie.Ron.

March 31, 2008 to April 06, 2008

Burrows, April.Lynne.

O'Flaherty, Fletcher.Ian.

March 31, 2008 to April 06, 2008

Burton, Marleah.Joy.

Malcolm, Marleah.Joy.

March 31, 2008 to April 06, 2008

Caschera, Daniela.Libby.

Loria-Caschera, Daniela.Libby.

March 31, 2008 to April 06, 2008

Chan, Kam.Mei.

Suen, Kam.Mei.Rosa.

March 31, 2008 to April 06, 2008

Chew, Khoon.Hock.

Chew, John.Khoon.Hock.

March 31, 2008 to April 06, 2008

Choezom, Dechen.

Kongra, Angie.Lama.

March 31, 2008 to April 06, 2008

Chtchepetilnikov, Polina.

Bunimovich, Polina.

March 31, 2008 to April 06, 2008

Co, Maria.Charina.Grace.

Co-Ricci, Maria.Charina.Grace.

March 31, 2008 to April 06, 2008

Collins, Chris.Judith.

Torok, Chris.Judith.

March 31, 2008 to April 06, 2008

Connolly, Colleen.Elizabeth.

Cooper, Colleen.Elizabeth.

March 31, 2008 to April 06, 2008

Davies, Skye.Jordan.

Spicer, Skye.Jordan.

March 31, 2008 to April 06, 2008

Debrey, Alex.

Debrie, Alexander

March 31, 2008 to April 06, 2008

Denesheva, Valeria.

Dvoretsky, Valeria.

March 31, 2008 to April 06, 2008

Dhillon, Sukhdeep.Kaur.

Jassal, Sukhdeep.Kaur.

March 31, 2008 to April 06, 2008

Eames, Aiden.Patrick.Kosowan.

Eames-Cupelli, Aiden.Patrick.

March 31, 2008 to April 06, 2008

Ebrahimi Khesmakhi, Pooya.

Ebrahimi, Pooya.

March 31, 2008 to April 06, 2008

Ehigiator, Esosa.Gina.

Okpefa, Esosa.Gina.

March 31, 2008 to April 06, 2008

Feroza, Feroza.

Abdul, Feroza.

March 31, 2008 to April 06, 2008

Frank, Joseph.Clement.Louis.

Frank, Clement.Joseph.Louis.

March 31, 2008 to April 06, 2008

Genialope, Thelma.

Tsvetkoff, Thelma.

March 31, 2008 to April 06, 2008

Green, Warren.John.

Goudie, Warren.John.

March 31, 2008 to April 06, 2008

Grills, Darrien.James.

Harris, Darrien.James.Michael.Steven.

March 31, 2008 to April 06, 2008

Gromada, Katarzyna.

Kidrycka, Katarzyna.

March 31, 2008 to April 06, 2008

Guo, Die.Ting.

Guo, Chloe.

March 31, 2008 to April 06, 2008

Haaris, Sabeen.

Diaz, Sabeen.Khalid.

March 31, 2008 to April 06, 2008

Haddad, Pauline.

Ghantous, Pauline.

March 31, 2008 to April 06, 2008

Hao, Qi.

Wang, Amy.Qi.

March 31, 2008 to April 06, 2008

Hao, Yu.

Wang, Anna.Yu.

March 31, 2008 to April 06, 2008

Hodgkinson-Gilmer, Payton.Victoria.

Gaudin-Gilmer, Payton.Victoria.

March 31, 2008 to April 06, 2008

Horbik, Walentin.

Horbik, Leonard.

March 31, 2008 to April 06, 2008

Hosseini, Bita.

Shirvani, Giti.

March 31, 2008 to April 06, 2008

Hunt, Holly.Lynn.

Corneil, Holly.Lynn.

March 31, 2008 to April 06, 2008

Ishakov, Izabel

Itzhakov, Izabel.

March 31, 2008 to April 06, 2008

Johnson, Robert.

De Rose, Eugenio.Roberto.

March 31, 2008 to April 06, 2008

Joleun, Michael.James.

Tomlinson, Michael.James.

March 31, 2008 to April 06, 2008

Kamsarakan, Irina.

Mamataliyev, Irina.

March 31, 2008 to April 06, 2008

Kang, Miao.

Kang, Mayna.

March 31, 2008 to April 06, 2008

Kansal, Ishit.

Kansal, Ian.

March 31, 2008 to April 06, 2008

Katsimbras, David.Nicholas.Zachariah.

Catsimbras, David.Nicholas.Zachariah.

March 31, 2008 to April 06, 2008

Kawadza, Nyaradzwai.Ziwai.

Kawadza, Ziwai.

March 31, 2008 to April 06, 2008

Kish, Sebastian.Daniel.

Klein, Daniel.Michael.

March 31, 2008 to April 06, 2008

Kong, Kyung.Shim.

Kong, Helen.Kyungshim.

March 31, 2008 to April 06, 2008

Kouri, Wejdi.

Khouri, Wajdi.

March 31, 2008 to April 06, 2008

Krmpotich, Ivan.

Krmpotic, Ivan.

March 31, 2008 to April 06, 2008

Kropf, Krista.Marilyn.

Mills, Krista.Marilyn.

March 31, 2008 to April 06, 2008

Labib, Mark.Ossama.

Azer, Mark.Ossama.Labib.Amin.

March 31, 2008 to April 06, 2008

Lagroix, Roel.

Lagrois, Joseph.Royal.

March 31, 2008 to April 06, 2008

Lan, Jian.

Lan, James.Jian.

March 31, 2008 to April 06, 2008

Lantin, Clayton.Joseph.Francis.

Moore, Clayton.Francis.

March 31, 2008 to April 06, 2008

Latkowski, Tomasz.Stefan.

Nowak, Thomas.Stephen.

March 31, 2008 to April 06, 2008

Lee, Dustin.Colter.

Hartwig, Dustin.Colter.

March 31, 2008 to April 06, 2008

Lee, Ye-Joon.

Lee, Kevin.Ye-Joon.

March 31, 2008 to April 06, 2008

Li, Jing.

Leigh, Sarah-Jean.Suen.

March 31, 2008 to April 06, 2008

Liao, Min

Liao, Andrea.

March 31, 2008 to April 06, 2008

Lichtblau, Peter.Joel.

Lichtblau, Yoel

March 31, 2008 to April 06, 2008

Lindsay-Woods, Dayna.Hope.

Woods, Dayna.Hope.

March 31, 2008 to April 06, 2008

Lindsay-Woods, Shawn.Martin.

Woods, Shawn.Martin.

March 31, 2008 to April 06, 2008

Liu, Kang.

Liu, Connie.Kang.

March 31, 2008 to April 06, 2008

Loach, Zachary.Christian.James.

Macdonald, Zachary.Christian.Paul.

March 31, 2008 to April 06, 2008

Ma, Yiyang.

Ma, James.

March 31, 2008 to April 06, 2008

Macklin, Wade.Allan.

Mccall, Mathew.Allan.

March 31, 2008 to April 06, 2008

Makra, Ferenc.

Makra, Frank.

March 31, 2008 to April 06, 2008

Makrane Gajdan, Mercedesz.

Gajdan-Makra, Mercedes.

March 31, 2008 to April 06, 2008

Mann, Harnaz.Singh.

Singh, Harnaz.

March 31, 2008 to April 06, 2008

Mann, Hartej.Singh.

Singh, Hartej

March 31, 2008 to April 06, 2008

Mann, Ramneek.Kaur.

Kaur, Ramneek.

March 31, 2008 to April 06, 2008

Mann, Ravinder.Singh.

Singh, Ravinder

March 31, 2008 to April 06, 2008

Mantione, Tammy.

Munroe, Tammy.

March 31, 2008 to April 06, 2008

Mathew, Minu.Jacob.

Thomas, Minu.Thomas.

March 31, 2008 to April 06, 2008

Mccune, Cindy.Lee.

Derouchie, Cindy.Lee.

March 31, 2008 to April 06, 2008

Mcmahon, Bailey.Catherine.

French, Brittney.Kathern.Marie.

March 31, 2008 to April 06, 2008

Mcrae, Jareen.Ann.

Kakrah, Tarren.Ann.

March 31, 2008 to April 06, 2008

Mohamed, Mohamed.Farouk.

Frank, Omy.Adam.

March 31, 2008 to April 06, 2008

Moni, Ramchandani.

Punjabi, Khushi.Sunil.

March 31, 2008 to April 06, 2008

Moon, Hae.Jung.

Moon, Michelle.Hyejung.

March 31, 2008 to April 06, 2008

Moon, Hae.Ran.

Moon, Haily.Hyeran.

March 31, 2008 to April 06, 2008

Moon, Young.Hun.

Moon, Ryan.Younghoon.

March 31, 2008 to April 06, 2008

Moran De Villa, Patricia.Graciela.

Moran, Patricia.Graciela.

March 31, 2008 to April 06, 2008

Morgan, Sarah.Nicole.

Clark Morgan, Nicole.Sarah.

March 31, 2008 to April 06, 2008

Moros, Pavlo.

Moroz, Paul.

March 31, 2008 to April 06, 2008

Moykkymaki, Arto.Johannes.

Maki, Arto.Johannes.

March 31, 2008 to April 06, 2008

Moykkymaki, Tuovi.Maria.

Maki, Tuovi.Maria.

March 31, 2008 to April 06, 2008

Mrkobrada, Milorad.

Mrkobrada, Michael.

March 31, 2008 to April 06, 2008

Munjanja, Plaxsides.Virimai.

Isaac, Beulah.

March 31, 2008 to April 06, 2008

Nabiollahi Bahnamiri, Nasim.

Nabiollahi, Nasim.

March 31, 2008 to April 06, 2008

Nathnael, Tadele.

Tadele, Nathnael.

March 31, 2008 to April 06, 2008

Ngo, Kim.Phong.

Lee, Phong.

March 31, 2008 to April 06, 2008

Ngo, Samantha.Kiri.Lee.

Lee, Samantha.

March 31, 2008 to April 06, 2008

Nistorescu, Ioan.Sebastian.

Nistorescu, Sebastian.

March 31, 2008 to April 06, 2008

Nistorescu, Mihail.Cornel.

Nistorescu, Michael.

March 31, 2008 to April 06, 2008

O'Brien, Dale.Laura.

Johnson, Dayle.Laura.

March 31, 2008 to April 06, 2008

Oakes, Jennifer.Elizabeth.

Cressman, Jennifer.Elizabeth.

March 31, 2008 to April 06, 2008

Obaseki, Ehi.Vanesa.

Craig-Obaseki, Vanessa.Ehi.

March 31, 2008 to April 06, 2008

Omerovic, Edina.

Pobric, Edina.

March 31, 2008 to April 06, 2008

Ouyang, Jiexi.

Ouyang, Jessie.

March 31, 2008 to April 06, 2008

Oyenuga, David.Mofeoluwa.

Martins-Donus, Eyinimofe.David.

March 31, 2008 to April 06, 2008

Pak, Tin.Kei.

Pak, Timothy.Tin.Kei.

March 31, 2008 to April 06, 2008

Pottayil, Christina.Jane.D.

Maniakupara, Christina.Jane.De.La.Cruz.

March 31, 2008 to April 06, 2008

Purohit, Sumitra.

Sethi, Sumitra.

March 31, 2008 to April 06, 2008

Rebane, Lisa.Marie.

Rebane, Liisa.Marie.

March 31, 2008 to April 06, 2008

Redneva, Zanna.

Redneva, Joanna.

March 31, 2008 to April 06, 2008

Rednevs, Aleksejs.

Rednev, Alex.

March 31, 2008 to April 06, 2008

Reid, TrﾉY.Amor.Saunders.

Saunders, TrﾉY.Amor.

March 31, 2008 to April 06, 2008

Rektor, Edit.Eszter.

Kasza, Chibi.Eszter.

March 31, 2008 to April 06, 2008

Renaud, Marie.Helene.

Renaud, Rachelle.Marie.

March 31, 2008 to April 06, 2008

Rimar, Evan.

Rymar, John

March 31, 2008 to April 06, 2008

Robinson, Meaghan.Elizabeth.

Sherwin, Meaghan.Elizabeth.

March 31, 2008 to April 06, 2008

Royal, Elizabeth.Krystalin.

Kemka, Elizabeth.Krystalin.

March 31, 2008 to April 06, 2008

Rubina, Rubina.

Abdul, Rubina.

March 31, 2008 to April 06, 2008

Ryu, Jaelyn.Jessi.

Ryu, Jaelyn

March 31, 2008 to April 06, 2008

Sadighiyangiegh, Taghiya

Sadighi, Taghiya.

March 31, 2008 to April 06, 2008

Salomonsson, Linda.Anna.

Stein, Linda.Anna.

March 31, 2008 to April 06, 2008

Schaefer, Tristan.Oliver.

Gardner-Schaefer, Tristan.Oliver.

March 31, 2008 to April 06, 2008

Schell, Krista.Ann.

Barkey, Krista.Ann

March 31, 2008 to April 06, 2008

Sebaa, Mohammed.Abdelm.

Sebaa, Ryan.Sebastian.

March 31, 2008 to April 06, 2008

Seguin, Garry.

Villeneuve, Gary.Mario.

March 31, 2008 to April 06, 2008

Sexton, Donald.Jay.

Sexton, Jay.Donald.

March 31, 2008 to April 06, 2008

Seyoum, Binyam.Hailu.

Belay, Yonas.Solomon.

March 31, 2008 to April 06, 2008

Shafranskaya, Tatsiana.

Feifer, Tatsiana.

March 31, 2008 to April 06, 2008

Shanmuganathan, Dushanthan.

Shanmuganathan, Thushanthan.

March 31, 2008 to April 06, 2008

Singh, Rapanjot.

Gill, Rapanjot.Singh.

March 31, 2008 to April 06, 2008

Singhkaur, Manpreet.

Singh, Manpreet.Kaur.

March 31, 2008 to April 06, 2008

Song, Yuan.Xi.Jimmy.

Song, Jimmy.Yuanxi.

March 31, 2008 to April 06, 2008

Sorkhabi, Hussein.

Sorkabi, Nick.

March 31, 2008 to April 06, 2008

Soucie, Amy.

Soucie, Amy.Lee.

March 31, 2008 to April 06, 2008

Srivastava, Kshitij.

Srivastava, Neeraj.

March 31, 2008 to April 06, 2008

Stanislaus, Donali.Pradeepa.

Leon, Donali.Pradeepa.

March 31, 2008 to April 06, 2008

Stulberg, Cheryl.Rhoda.

Andrews, Cheryl.Rhoda.

March 31, 2008 to April 06, 2008

Swaenepoel, Sariah.Cathleen.

Fugard-Swaenepoel, Sariah.Christine.

March 31, 2008 to April 06, 2008

Symonds, Martha.Lou.May.

Symonds, Martha.Lucienne.

March 31, 2008 to April 06, 2008

Tesfaye Wolde, Libsekal.

Tesfaye, Libsekal.

March 31, 2008 to April 06, 2008

Thavayogarajah, Kalyani.

Kirupakaran, Kalyani.

March 31, 2008 to April 06, 2008

Thomas, Jade.Gabrielle.

Lafond, Jade.Gabrielle.

March 31, 2008 to April 06, 2008

Thomson-Kearns, Bobbi.Jo.Katherine.

Hart, Bobbi.Jo.Katherine.

March 31, 2008 to April 06, 2008

Tiller, Jaclyn.Alana.

Martyn, Jaclyn.Alana.

March 31, 2008 to April 06, 2008

To, Le.Chinh.

Quach, Le.Chinh.

March 31, 2008 to April 06, 2008

Todorovic, Daniel.John

Todorovic-Gatsby, Daniel-John.Hugo.

March 31, 2008 to April 06, 2008

Tonkonogi, Elena.

Yavnik, Elena.

March 31, 2008 to April 06, 2008

Umeda, Masami.

Macquarrie, Masami.

March 31, 2008 to April 06, 2008

Vacca, Elizabeth.

Farshchi, Elizabeth.

March 31, 2008 to April 06, 2008

Van De Broek, Linda.Ellen.

Tupy, Linda.Ellen.

March 31, 2008 to April 06, 2008

Voskanyan, Naira.

Dunlop, Naira.Lira.

March 31, 2008 to April 06, 2008

Vystrcil, Veronika.

Jancovﾁ, Veronika.

March 31, 2008 to April 06, 2008

Wan, Daniel.

Wan, Daniel.Zhaoren.

March 31, 2008 to April 06, 2008

Wan, Zhao.Wen.

Wan, Norman.Zhaowen.

March 31, 2008 to April 06, 2008

White, Emily.Caridad.

White Garay, Emily.Caridad

March 31, 2008 to April 06, 2008

Wong, Jayson.Joseph.Billy.Jung.Kyung.

Lalande, Jayson.Joseph.Jacques.Daniel.

March 31, 2008 to April 06, 2008

Woodcock, Karen.Susanne.

Fogwill, Karen.Susanne.

March 31, 2008 to April 06, 2008

Woollcott, Ria.Elizabeth.

Woollcott, Greer.Elizabeth.James.

March 31, 2008 to April 06, 2008

Wu, Yuan.Fen.

Chiu, Yuan.Fen.Jane.

March 31, 2008 to April 06, 2008

Xin, Jimei.

Xin, Maggie.Jimei.

March 31, 2008 to April 06, 2008

Yakubovic, Avraham.Mark.

Jacobs, Avraham.Mark.

March 31, 2008 to April 06, 2008

Yaman, Mehmet.

Yamanson, Mike.

March 31, 2008 to April 06, 2008

Yan, Catherine.L.

Yan, Catherine

March 31, 2008 to April 06, 2008

Yuan, Mengxi.

Yuan, Michelle.

March 31, 2008 to April 06, 2008

Yun, Myung.Hee.

Yun, Gia.Myunghee.

March 31, 2008 to April 06, 2008

Zawadzka, Ewa.

Zdanowicz, Ewa.

Judith M. Hartman
Deputy Registrar General
(141-G167)

Marriage Act

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

Apr 1-4

Name

Location

Effective Date

Lee, Patrick Vaughan

Perth, ON

01-Apr-08

Cox, Calvin

Brampton, ON

03-Apr-08

Van Arragon, Willemina

Moffat, ON

03-Apr-08

McLeod-Smith, Paula

Waterloo, ON

03-Apr-08

Eby, Bonita

Kitchener, ON

03-Apr-08

Stutzman, Noah

Chesley, ON

03-Apr-08

Shank, Hervey

Harriston, ON

03-Apr-08

Jones, Psegga Theresa Cindy

Ajax, ON

03-Apr-08

Toms, Adrian

Shelburne, ON

03-Apr-08

Spiridigliozzi, Joel

Oshawa, ON

03-Apr-08

Seaman, Benjamin Robert

Kingston, ON

03-Apr-08

De Jong, Harold

Thunder Bay, ON

03-Apr-08

Willoughby, Gloria

Burlington, ON

03-Apr-08

Cox, Sean

Prescott, ON

03-Apr-08

Byrne, James Clifton

Arnstein, ON

03-Apr-08

Kofler, Charmaine Michelle

Brighton, ON

03-Apr-08

Wilde, Lawrence David

Mississauga, ON

03-Apr-08

Scott, Daniel Earl Matthew

Norwich, ON

03-Apr-08

Hall, Owen

Brampton, ON

03-Apr-08

Garst, Evan

Kitchener, ON

03-Apr-08

Roland, William D.

St. Thomas, ON

03-Apr-08

Pike, Wallace

Oshawa, ON

03-Apr-08

Parker, Nicholas R.

Ottawa, ON

03-Apr-08

Todd, Thomas Keith

Toronto, ON

03-Apr-08

Scott, Andrew

Vars, ON

03-Apr-08

Mba, Charles

Brampton, ON

03-Apr-08

Cleary, Kathy

Guelph, ON

03-Apr-08

Makovei, Janos

Toronto, ON

03-Apr-08

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

Date

Name

Location

Effective Date

April 03, 2008 to April 07, 2008

Todisco, Gianfranco

Melfi, Potenza Italy

02-Apr-08

April 10, 2008 to April 14, 2008

Ambury, Stephen George

Sydenham, ON

02-Apr-08

April 24, 2008 to April 28, 2008

Holbrook, Phillip

Salem, Oregon

03-Apr-08

April 10, 2008 to April 14, 2008

McDonough, Don

Schwenksville, PA

03-Apr-08

May 22, 2008 to May 26, 2008

Peters, Clarence H.

Waldheim, SK

03-Apr-08

May 29, 2008 to June 02, 2008

MacArthur, W. Lloyd

Lacombe, AB

03-Apr-08

August 06, 2008 to August 10, 2008

Mullin, Paula B.

Shawville, QC

03-Apr-08

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

Name

Location

Effective Date

Okorn, Stane

Hamilton, ON

03-Apr-08

Pasalic, Nikola

Halton Hills, ON

03-Apr-08

Patil, Gabriel

Oakville, ON

03-Apr-08

Pazzaglia, Dominic

Kitchener, ON

03-Apr-08

Petkovic, Ilija

Oakville, ON

03-Apr-08

Puljic, Tomislav

Norval, ON

03-Apr-08

Renic, Stipe

Norval, ON

03-Apr-08

Scheible, Ronald

Cambridge, ON

03-Apr-08

Schofield, Damian

Hamilton, ON

03-Apr-08

Sebastian, Joseph

Waterdown, ON

03-Apr-08

Skraba, Ljuban

Hamilton, ON

03-Apr-08

Smrzik, Stephen

Cambridge, ON

03-Apr-08

Soce, Jago

Norval, ON

03-Apr-08

Stironja, Ivan

Oakville, ON

03-Apr-08

Strojnowski, Boguslaw

Kitchener, ON

03-Apr-08

Tabigue, Joseph Pajaron

Oakville, ON

03-Apr-08

Roetker, Gregory G.

Kitchener, ON

03-Apr-08

Yu, Augustine Y.

Hamilton, ON

03-Apr-08

Wenkoff, Kevin Michael

Oakville, ON

03-Apr-08

Vuk, Mladen

Hamilton, ON

03-Apr-08

Tyson, Eugene Gregory

Waterloo, ON

03-Apr-08

Baer, Heather Lynn

Niagara Falls, ON

04-Apr-08

Boyd, William Stanley Ross

Parry Sound, ON

04-Apr-08

Brooks, Barry Livingstone

North York, ON

04-Apr-08

Burgess, Harold Neal

Mississauga, ON

04-Apr-08

Combs, Frances Marie

Toronto, ON

04-Apr-08

Craig, Robert B.

Etobicoke, ON

04-Apr-08

Crothers, Thomas

Scarborough, ON

04-Apr-08

Davies, Richard Cerwyn

Scarborough, ON

04-Apr-08

Dean, Homer

Toronto, ON

04-Apr-08

Dyck, Shirley Ann

Toronto, ON

04-Apr-08

Denning, Harry Melville

Etobicoke, ON

04-Apr-08

Fleming, Susan

Toronto, ON

04-Apr-08

Gabourel, Frank Burton

Toronto, ON

04-Apr-08

Garrod-Shuster, Susan Eileen

Guelph, ON

04-Apr-08

Gillies, Donald

Burlington, ON

04-Apr-08

Hagerman, Kerri

Toronto, ON

04-Apr-08

Hanssmann, Edmund

Toronto, ON

04-Apr-08

Hiscock, Boyd

Brampton, ON

04-Apr-08

Howard, Susan

Toronto, ON

04-Apr-08

Hume, Helen Gwenda

Meaford, ON

04-Apr-08

Lamb, John William

Etobicoke, ON

04-Apr-08

Lee, Jeong Woo

Mississauga, ON

04-Apr-08

Lee, Sang Chul

Newmarket, ON

04-Apr-08

Llewellyn, Hallett Elvin

Toronto, ON

04-Apr-08

Llewellyn, Karen MacKay

Toronto, ON

04-Apr-08

Mattinson, Glen Olaf

Peterborough, ON

04-Apr-08

McCalmont, Robert Desmond

North York, ON

04-Apr-08

McKibbon, John Hubert

Uxbridge, ON

04-Apr-08

McTavish, John

Huntsville, ON

04-Apr-08

Metcalf, Robert

Toronto, ON

04-Apr-08

Michener, Sandra Marie

Victoria Harbour, ON

04-Apr-08

Miller, Charles Raymond

Toronto, ON

04-Apr-08

Misener, Edwin Bruce

Pickering, ON

04-Apr-08

Moll, Edward Moritz Eugene

Barrie, ON

04-Apr-08

Muir, Douglas Alexander Cambbell

Barrie, ON

04-Apr-08

Myles, Andrew

Etobicoke, ON

04-Apr-08

Newcombe, Bradley

Toronto, ON

04-Apr-08

Ostrander, Marjorie D.

Mississauga, ON

04-Apr-08

Pennock, Linda Ruth

Etobicoke, ON

04-Apr-08

Prier, Doyle Francis

Dundalk, ON

04-Apr-08

Ramkeesoon, Kenneth

Scarborough, ON

04-Apr-08

Raymont, Robert Lossing

Etobicoke, ON

04-Apr-08

Reeve, Edward

Toronto, ON

04-Apr-08

Storey, Arthur Jackson

Barrie, ON

04-Apr-08

Taylor, Anna Pearl

Coldwater, ON

04-Apr-08

Taylor, Ralph

Kemptville, ON

04-Apr-08

Taylor-Walsh, Ella

Toronto, ON

04-Apr-08

Telford, Francis James

Etobicoke, ON

04-Apr-08

Tenpenny, Christopher Glenn

West Hill, ON

04-Apr-08

Vaage, Rivkah Unland

Toronto, ON

04-Apr-08

Watt, John Robert

Etobicoke, ON

04-Apr-08

White, Donald Herbert

Barrie, ON

04-Apr-08

Williams, Frances L.

Brampton, ON

04-Apr-08

Wilson, Dorothy Irene

Huntsville, ON

04-Apr-08

Wood, Victor Alfred

Etobicoke, ON

04-Apr-08

Cho, Kyong-Ja

Richmond Hill, ON

04-Apr-08

Romaniuk, Susan

Bracebridge, ON

04-Apr-08

Judith M. Hartman
Deputy Registrar General
(141-G168)

Gaming Revenue Sharing and Financial Agreement

February 19, 2008

Her Majesty The Queen In Right Of Ontario
-and -
Ontario Lottery And Gaming Corporation
-and -
Ontario First Nations (2008) Limited Partnership
-and -
Ontario First Nations Limited Partnership

Table Of Contents

Article 1 Interpretation 2

1.1 Definitions 2

1.2 First Nations in Ontario under Agreement 8

1.3 Schedules 9

1.4 Headings and Table of Contents 9

1.5 Statutes and Regulations 9

1.6 Gender and Number 9

1.7 Currency 9

1.8 Generally Accepted Accounting Principles 10

1.9 Invalidity of Provisions 10

1.10 Entire Agreement 10

1.11 Amendment 10

1.12 Waiver 11

1.13 Governing Law 11

1.14 Business Days .11

Article 2 Payment Of Funds 11

2.1 $201 Million Payment 11

2.2 Monthly Gaming Revenue Share Payments.11

2.3 Financial Statements 14

2.4 Changes in Accounting Procedures 15

2.5 Provincial Levies, including Taxes and WIN Contributions 16

2.6 OLG Board Membership 17

Article 3 Unsigned First Nations 17

3.1 Unsigned First 17

Article 4 Use Of Funds 20

4.1 Use of Funds by OFN LP 2008 20

4.2 Purposes of Funds 20

4.3 First Nations Traditions 21

4.4 Collective Use Monies 21

4.5 Certain Provisions in Respect of Collective Use Monies 22

4.6 Set-Off by Province 22

Article 5 First Nations Reporting 23

5.1 Report to OFN LP 2008 by Limited Partners 23

5.2 OFN LP 2008 Report to Province 23

5.3 Joint Appointee 24

5.4 Joint Appointee Investigation 25

5.5 Joint Appointee Report 25

5.6 Policies and Procedures for Reporting 26

5.7 Provincial Review of Reports 26

5.8 Code of Reporting 26

5.9 Operations of OFN 2008 General Partner 26

5.10 Books and Records and Financial Statements 27

Article 6 Casino Rama 27

6.1 Casino Rama Reserve Accounts 27

6.2 Casino Rama Revenue Agreement 27

Article 7 Representations And Warranties 29

7.1 Representations and Warranties By OFN LP 29

7.2 Representations and Warranties By OFN LP 2008 29

7.3 Representations and Warranties By the Province 30

7.4 Representations and Warranties By OLG 31

7.5 OFN LP and OFN LP 2008 Not to Take Actions 31

7.6 Survival of Representations and Warranties 31

Article 8 Term And Default 32

8.1 Initial Term 32

8.2 Renewal Term 32

8.3 Mutual Intention of the Province and First Nations in Ontario 32

8.4 Events of Default by OFN LP 32

8.5 Events of Default by OFN LP 2008 33

8.6 Casino Gaming Default of OFN LP 2008 Limited Partners 33

8.7 Events of Default by the Province 34

8.8 Events of Default by OLG 34

8.9 Joint Responsibility of Province and OFN LP 2008 35

8.10 Remedies 35

Article 9 Dispute Resolution 35

9.1 Notice of Dispute 35

9.2 Dispute Resolution 36

9.3 Remedy 36

9.4 Expedited Procedure for Suspension of Limited Partner Distributions 36

9.5 Suspension and Forfeiture of Payments 37

9.6 Right to Terminate 39

Article 10 General Matters 40

10.1 Non-derogation 40

10.2 Agents of the Province 41

10.3 OFN LP 2008 Partnership Agreement Provisions to be Unamended. 41

10.4 Survival 42

10.5 Confidentiality 42

10.6 Notices 43

10.7 Extensions or Abridgements of Time 44

10.8 Limit of Liability 44

10.9 Survival of Covenants 44

10.10 Assignment 45

10.11 Force Majeure 45

10.12 Counterparts and Delivery by Facsimile 45

10.13 Acknowledgement and Consent of OFN LP 2008 Limited Partners 46

10.14 Costs to the Parties 46

10.15 Time of Essence 46

10.16 Further Assurances 46

Schedule 1.1 (nn)– Gross Revenues

Schedule 1.1 (ppp) – OFN LP 2008 Limited Partnership Agreement

Schedule 1.1 (xxx) – Permitted Interim Investments

Schedule 1.2 – First Nations in Ontario

Schedule 5.1 – Form of Limited Partner Report on Receipts and Disbursements

Schedule 5.2 – OFN LP 2008 Report to Province

Schedule 9.2 – Dispute Resolution

Schedule 10.13 – Acknowledgement and Consent

This Agreement is made with effect as of the 19th day of February, 2008,

Among:

Her Majesty The Queen In Right Of Ontario as represented by The Minister Of Aboriginal Affairs

(the “Province”)

  1. - and -

Ontario Lottery And Gaming Corporation, a Crown agency established pursuant to the Ontario Lottery and Gaming Corporation Act, 1999

(“OLG ”)

  1. - and -

Ontario First Nations (2008) Limited Partnership, a limited partnership formed under the laws of Ontario

(“OFN LP 2008”)

  1. - and -

Ontario First Nations Limited Partnership, a limited partnership formed under the laws of Ontario

(“OFN LP ”)

Whereas the Province and First Nations in Ontario, acting through OFN LP 2008, have agreed to enter into this Gaming Revenue Sharing and Financial Agreement with the objective of advancing the growth and capacity of First Nations in Ontario in respect of community development, health, education, economic development and cultural development.

And Whereas in furtherance of this objective it is the intention of the Province and First Nations in Ontario to maintain an on-going relationship for so long as the Province is involved directly, or indirectly through an Agent of the Province, in conducting and managing Lottery Schemes in Ontario.

Now Therefore in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration

Now Therefore in consideration of the mutual covenants and agreements contained in t

(the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

Article 1

Interpretation

    1. Definitions

      In this Agreement:

      1. “$201 Million Payment” means the $201 million payment from the Province to OFN LP 2008 referred to in section 2.1.
      2. “35% Allocation” means the 35% share of On-Going Net Revenues for the period subsequent to July 31, 2001, the entitlement to which is the subject of the 35% Litigation.
      3. “35% Litigation” means the legal action styled as The Chippewas of Mnjikaning First Nation-v-Her Majesty the Queen in Right of Ontario, et. al. (being Court File No. 01-CV-219345CM).
      4. “20% Litigation” means the legal action styled as Chiefs of Ontario, et al.-v-Her Majesty the Queen in Right of Ontario, et. al. (being Court File No. 98-CV-152417CM).
      5. “Accruals” means funds set aside or amounts allocated to reserves maintained, in each case in amounts which in the commercially reasonable opinion of the relevant Person are required by that Person for the payment of obligations coming due in a future period or to provide for contingencies or for working capital requirements.
      6. “Agent of the Province” means any agency of the Province, including OLG , that conducts and manages a lottery scheme under the authority of section 207(1)(a) of the Criminal Code, and includes the Province itself if the Province conducts and manages any such lottery scheme directly but, for greater certainty, does not include any operator that the Province, OLG or any other agency of the Province that conducts and manages such lottery schemes may hire to operate any gaming facility or to operate the conduct and manage of such lottery schemes for or on behalf of the Province, OLG or such other agency of the Province.
      7. “Agreement” means this agreement and all schedules attached to this agreement, in each case as they may be amended or supplemented from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this agreement; and unless otherwise indicated, references to Articles, sections and Schedules are to Articles, sections and Schedules in this agreement.
      8. “Applicable Laws” means the statutes, regulations and common law of the Province of Ontario and the federal statutes, regulations and common law of Canada applicable therein and, for greater certainty, includes constitutional law of Canada.
      9. “Approved Purposes” means collectively (a) community development; (b) health; (c) education; (d) economic development; and (e) cultural development, of First Nations in Ontario and their territories and members.
      10. “Audited Gross Revenues Statement” has the meaning attributed to that term in section 2.2(c)(ii).
      11. “Authority” means the Federal Government of Canada, the Government of Ontario or any municipal government in Ontario constituted under the authority of the Municipal Act (Ontario) or any regulatory authority, agency, tribunal, commission, board or department of any such government or any Canadian federal or provincial court, having jurisdiction in the relevant circumstances.
      12. “Arbitrators” has the meaning attributed to that term in Schedule 9.2.
      13. “Business Day” means any day which is not a Saturday, Sunday or a day observed as a statutory holiday in the Province of Ontario under the laws of the Province of Ontario or the federal laws of Canada applicable therein.
      14. “Capital Renewals” means the additions and improvements to Casino Rama, as defined in section 1.1(n) of the Doa.
      15. “Capital Renewals Budget(s)” means the budget(s) covering estimated Capital Renewals as defined in section 3.8(a) of the Doa.
      16. “Capital Renewals Reserve” means the cash reserve for capital renewals established pursuant to section 3.8(d) of the Doa.
      17. “Capital Renewals Reserve Account” means the interest bearing bank account established pursuant to section 3.8(d) of the Doa and in which the Capital Renewals Reserve is maintained pursuant to section 6.1 of the Doa.
      18. “Casino Gaming” means the conduct, management or operation of table games, gaming wheels or slot machines, or any other form of electronic gaming operated through or by any form of electronic device including, without limitation, a computer, video device or slot machine.
      19. “Casino Rama” means the casino complex, including the hotel and entertainment centre, located on the designated lands of Mnjikaning First Nation and municipally known as 5899 Rama Road, Rama, Ontario.
      20. “Chiefs in Assembly” means a duly and properly constituted general or special meeting of the duly elected Chiefs of the First Nations in Ontario.
      21. “Chiefs of Ontario” means the not-for-profit company incorporated under the federal laws of Canada by the First Nations in Ontario and Mnjikaning First Nation under the name “Indian Associations Co-ordinating Committee of Ontario Inc.” acting as secretariat on behalf of and to the Chiefs of the First Nations in Ontario and Mnijkaning First Nation.
      22. “Claimants” has the meaning attributed to that term in section 3.1(e).
      23. “Closing” means the completion of the matters and satisfaction of the conditions set out in the Closing Agreement in order for this Agreement to be delivered and come into full force and effect.
      24. “Closing Agreement” means the agreement of even date with this Agreement among the parties hereto and the Chiefs of Ontario providing for the formal actions and conditions, and the timing and ordering of such formal actions and conditions, to be completed or satisfied in order for this Agreement to be delivered and to come into full force and effect.
      25. “Collective Use Monies” means in respect of each of (i) the $201 Million Payment and (ii) each Monthly Revenue Share Payment received by OFN LP 2008 in each Fiscal Year commencing with Fiscal Year 2012, an amount of each such payment that is up to but not in excess of the amount that is fifteen percent (15%) of each such payment.
      26. “Confidential Information” has the meaning attributed to that term in section 10.5(b).
      27. “Consolidated Financial Statements” means, in respect of an Agent of the Province, the annual consolidated financial statements of that Agent of the Province prepared by the management of that Agent of the Province in accordance with Canadian generally accepted accounting principles and approved by the board of directors (or similar body) of that Agent of the Province and reviewed by and subject to a favourable opinion from the independent auditors of that Agent of the Province.
      28. “Criminal Code” means the Criminal Code of Canada.
      29. “CRRA ” means the Casino Rama Revenue Agreement dated June 9, 2000 among Her Majesty the Queen in Right of Ontario, OLG OFN LP and Mnjikaning First Nation Limited Partnership, as the same may be duly and properly amended, modified, supplemented or restated from time to time.
      30. “Deficiency” has the meaning attributed to that term in section 2.2(c)(iii)(A).
      31. “Determined Rate” means the annual rate of interest equal to the cost of borrowing to the Province on the date that any interest accruable under this Agreement commences to accrue, being the rate under the Government of Ontario three month Treasury Bill available for issue by the Government of Ontario on such date that interest commences to accrue under this Agreement, as such rate shall be confirmed by the Ontario Financing Authority or its successor.
      32. “Dispute” has the meaning attributed to that term in section 9.1.
      33. “Doa” means the Amended and Restated Development and Operating Agreement dated March 18, 1996, as amended by agreements dated as of April 15, 1996 and June 12, 2000, among, inter alia, Ontario Casino Corporation (a predecessor of OLG , Chippewas of Rama First Nation and CHC Casinos Canada Limited, as the same may be duly and properly amended, modified, supplemented or restated from time to time.
      34. “Effective Date” means the date of this Agreement first written above.
      35. “Event of Default” means an OFN LP Event of Default, an OFN LP 2008 Event of Default, an OLG Event of Default or a Province Event of Default, as the case may be.
      36. “Financial Administration Act” means the Financial Administration Act, R.S.O 1990, c.F12.
      37. “First Nations in Ontario” has the meaning attributed to that term in section 1.2.
      38. “Fiscal Year” means the fiscal year commencing on April 1st in a calendar year and ending on March 31st of the following calendar year and, as used in this Agreement, “Fiscal Year 2012” means the Fiscal Year commencing on April 1, 2011 and ending on March 31, 2012.
      39. “Force Majeure” means any cause beyond the reasonable control of, and without fault or negligence of the party claiming Force Majeure, including, but not limited to, acts of war (whether declared or undeclared), invasion, armed conflict or act of a foreign enemy, blockade, embargo, revolution, riot, insurrection, civil disobedience or disturbances, vandalism or act of terrorism; strikes, lockouts, restrictive work practices or other labour disturbances; inability to access its place of business; and acts of God including lightning, earthquake, fire, flood, unusually heavy or prolonged rain or accumulation of snow or ice arising from weather or environmental problems.
      40. “Gross Revenues” has the meaning attributed to that term in Schedule 1.1(nn).
      41. “Held Amounts” has the meaning attributed to that term in section 3.1(b).
      42. “including”, “includes” and “included” means including, without limitation, includes, without limitation, and included, without limitation, respectively.
      43. “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 and all guarantees of indebtedness of another Person.
      44. “Initial Term” has the meaning attributed to that term in section 8.1.
      45. “Interim Mrsp” has the meaning attributed to that term in section 2.2(c)(i).
      46. (tt) “Investment Income” has the meaning attributed to that term in the OFN LP 2008 Partnership Agreement.
      47. “Joint Appointee” has the meaning attributed to that term in section 5.3(a).
      48. “Judgment” has the meaning attributed to that term in section 3.1(e).
      49. “Levies” for the purposes of this Agreement only, means all taxes, duties, fees, premiums, assessments, imposts or other charges of any kind whatsoever, including all interest, penalties, fines, additions to such charges or other additional amounts imposed in respect thereof.
      50. “Liabilities” has the meaning attributed to that term in section 3.1(c).
      51. “Limited Partner Distributions” means all monies distributed to OFN LP 2008 Limited Partners as contemplated in Article 4 together with any Investment Income from Permitted Interim Investments distributed by OFN LP 2008 to the OFN LP 2008 Limited Partners.
      52. “Limited Partner Expense” means an Expense of an OFN LP 2008 Limited Partner as defined in the OFN LP 2008 Partnership Agreement.
      53. “Losses” means, in respect of any matter, any and all costs, expenses (including, without limitation or duplication, legal fees and disbursements), penalties, fines, losses, damages, liabilities, deficiencies and all amounts as are necessary to satisfy any demands, claims, actions or any other proceedings by whomsoever made, sustained, brought or prosecuted (whether joint or several), together with interest thereon at the Determined Rate, from the date such is incurred and until the date fully and completely satisfied.
      54. “Lottery Scheme” means a lottery scheme conducted and managed by the Province or any Agent of the Province, under the authority of section 207(1)(a) of the Criminal Code.
      55. “Monthly Revenue Share Payment” or “Mrsp” has the meaning attributed to that term in section 2.2(a).
      56. “Near Band” means an Aboriginal group of people in Ontario recognized as a First Nation in Ontario by the Chiefs in Assembly.
      57. “OFN General Partner” means Ontario First Nations General Partner Inc., the general partner of OFN LP .
      58. “OFN Shareholders’ Agreement” means the shareholders’ agreement among OFN General Partner and those First Nations in Ontario that are shareholders thereof, dated June 2, 2000, as the same may be duly and properly amended, modified, supplemented or restated from time to time.
      59. “OFN 2008 General Partner” means New OFN LP General Partner Limited.
      60. “OFN 2008 Shareholders’ Agreement” means the shareholders’ agreement among OFN 2008 General Partner and those First Nations in Ontario that are shareholders thereof, dated February 7, 2008, as the same may be duly and properly amended, modified, supplemented or restated from time to time.
      61. “OFN LP ” means the Ontario First Nations Limited Partnership, a limited partnership formed under the laws of the Province of Ontario relating to the distribution of On-Going Net Revenues.
      62. “OFN LP Event of Default” has the meaning attributed to that term in section 8.4.
      63. “OFN LP Limited Partner” means a First Nation in Ontario which is a limited partner of OFN LP .
      64. “OFN LP Partnership Agreement” means the limited partnership agreement dated June 2, 2000 among the OFN LP Limited Partners and OFN General Partner, as the same may be duly and properly amended, modified, supplemented or restated from time to time.
      65. “OFN LP 2008” means the Ontario First Nations (2008) Limited Partnership.
      66. “OFN LP 2008 Event of Default” has the meaning attributed to that term in section 8.5.
      67. “OFN LP 2008 Limited Partner” means a First Nation in Ontario which is a limited partner of OFN LP 2008.
      68. “OFN LP 2008 Partnership Agreement” means the limited partnership agreement dated February 7, 2008 among the OFN LP 2008 Limited Partners and OFN 2008 General Partner, a copy of which is included in this Agreement as Schedule 1.1(ppp), as the same may be duly and properly amended, modified, supplemented or restated from time to time.
      69. “OLG ” means the Ontario Lottery and Gaming Corporation, including its statutory successors.
      70. “OLG Act” means the Ontario Lottery and Gaming Corporation Act, 1999, S.O. 1999, c. 12, Sch. L.
      71. “OLG Event of Default” has the meaning attributed to that term in section 8.8.
      72. “On-Going Net Revenues” means the Ongoing Net Revenues from Casino Rama as such term is defined in the CRRA .
      73. “Operating Reserve” means the “Operating Reserve” established pursuant to and defined as such in the Doa.
      74. “Operating Reserve Account” means the interest bearing bank account in which the Operating Reserve is maintained pursuant to section 6.1 of the Doa.
      75. “Partnership Expense” means an Expense of OFN LP 2008 as defined in the OFN LP 2008 Partnership Agreement.
      76. “Permitted Interim Investments” means any investment referred to in Schedule 1.1(xxx).
      77. “Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), unincorporated association, trust, trustee, executor, administrator or other legal personal representative, Authority, First Nation in Ontario or other entity, however designated or constituted.
      78. “Preceding Fiscal Year” means, in respect of any Fiscal Year, the Fiscal Year immediately preceding that Fiscal Year.
      79. “Protected Parties” has the meaning attributed to that term in section 3.1(c).
      80. “Province” means Her Majesty the Queen in right of Ontario.
      81. “Province Event of Default” has the meaning attributed to that term in section 8.7.
      82. “Renewal Term” means the five year period commencing on the next date after the date of expiration of the Initial Term and ending on the date that is the 5th anniversary of the date of expiration of the Initial Term.
      83. “Reserve Accounts” means, collectively, the Capital Renewals Reserve Account and the Operating Reserve Account.
      84. “Status Band” means an Ontario First Nation that is recognized as a band under the Indian Act (Canada).
      85. “Unaudited Gross Revenues Statement” has the meaning attributed to that term in section 2.2(c)(i)
      86. “Unsigned First Nations” means those First Nations in Ontario that are OFN LP Limited Partners at the Effective Date but that are not OFN LP 2008 Limited Partners at the Effective Date.
      87. “Unsigned First Nation Claim” has the meaning attributed to that term in section 3.1(c).
      88. “Win Contribution” means payments made to the Consolidated Revenue Fund of the Province of Ontario under Subsection 14(4)2 of the OLG Act (and the regulations thereunder) or other similar payments.
    2. First Nations in Ontario under Agreement
      1. For the purposes of this Agreement, First Nations in Ontario means those Status Bands and Near Bands which are listed in Schedule 1.2, as the same may be added to after Closing and subject to section 1.2(c), in order to reflect the addition of First Nations located in Ontario that become Status Bands or Near Bands.
      2. OFN LP 2008 shall provide timely notice to the Province in the event that (i) any Status Band or Near Band becomes an OFN LP 2008 Limited Partner; or (ii) any OFN LP 2008 Limited Partner withdraws or is terminated from OFN LP 2008.
      3. Without the written consent of the Province, OFN LP 2008 shall not allow Mnjikaning First Nation to (i) become, directly, indirectly or by addition, an OFN LP 2008 Limited Partner; (ii) be added to the list in Schedule 1.2; or (iii) withdraw or be terminated as an OFN LP 2008 Limited Partner after becoming an Onflp 2008 Limited Partner.
    3. Schedules

      The following are the Schedules attached to this Agreement:

      Schedule 1.1(nn) – Gross Revenues

      Schedule 1.1(ppp) – OFN LP 2008 Partnership Agreement

      Schedule 1.1(xxx) – Permitted Interim Investments

      Schedule 1.2 – First Nations in Ontario

      Schedule 5.1 – Form of Partner Report on Receipts and Disbursements

      Schedule 5.2 – OFN LP 2008 Report to Province

      Schedule 9.2 – Dispute Resolution

      Schedule 10.13 – OFN LP 2008 Limited Partners’Acknowledgement and Consent

    4. Headings and Table of Contents

      The inclusion of headings and a table of contents in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

    5. Statutes and Regulations

      Any reference in this Agreement to a statute or to a regulation or rule promulgated under a statute or to any provision of a statute, regulation or rule shall be a reference to that statute, regulation, rule or provision as amended, re-enacted or replaced from time to time.

    6. Gender and Number

      In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing gender include all genders or the neuter, and words importing the neuter include all genders.

    7. Currency

      All amounts in this Agreement are stated and shall be paid in Canadian currency.

    8. Generally Accepted Accounting Principles

      In this Agreement, except to the extent otherwise expressly provided, references to “generally accepted accounting principles” mean, for all principles stated in the Handbook of the Canadian Institute of Chartered Accountants, such principles so stated. Accounting terms used herein, unless otherwise defined, shall have the meaning accorded thereto by generally accepted accounting principles in Canada and, except to the extent otherwise expressly provided, any references to financial statements herein, whether audited or unaudited, shall be to financial statements prepared in accordance with generally accepted accounting principles in Canada.

    9. Invalidity of Provisions

      In the event that any of the provisions, or any part thereof, contained in this Agreement is declared of invalid or unenforceable by a court of competent jurisdiction, the parties shall engage in good faith negotiations to replace such provision, or part thereof, which is declared invalid or unenforceable with a valid and enforceable provision, the economic and substantive effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces. Failing success in such negotiations, the parties shall seek a declaration of such court of competent jurisdiction as to whether the remainder of the terms of this Agreement shall continue as valid and enforceable notwithstanding the invalidity and unenforceability of the provisions so declared by the court of competent jurisdiction.

    10. Entire Agreement

      This Agreement and the Closing Agreement constitute the entire agreement between the parties pertaining to the subject matters herein. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matters except as specifically set forth or referred to in this Agreement and the Closing Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this Agreement, or any amendment or supplement thereto, by any party to this Agreement or its partners, directors, officers, employees or agents, to any other party to this Agreement or its partners, directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement, and none of the parties to this Agreement has been induced to enter into this Agreement or any amendment or supplement by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there shall be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.

    11. Amendment

      Subject as may otherwise be specifically provided in this Agreement, this Agreement may not be amended, modified or supplemented except by a written agreement of the same formality of this Agreement signed by the parties to this Agreement to be bound thereby.

    12. Waiver

      Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right, except as shall be specified herein. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

    13. Governing Law

      This Agreement shall be governed by and construed in accordance with Applicable Laws.

    14. 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.

  1. Article 2

    Payment Of Funds

    1. $201 Million Payment
      1. The Province shall pay to OFN LP 2008 at Closing the $201 Million Payment.
      2. The $201 Million Payment shall be paid by wire transfer of immediately available funds to such account of OFN LP 2008 at such major chartered bank in Canada as OFN LP 2008 shall have advised the Province in writing by no later than the third Business Day preceding the due date for payment, or by such other method or to such other account as OFN LP 2008 and the Province may agree in writing from time to time.
    2. Monthly Gaming Revenue Share Payments
      1. Commencing with Fiscal Year 2012, and in each Fiscal Year thereafter during the Initial Term and the Renewal Term, the Province shall pay, or cause an Agent of the Province to pay, to OFN LP 2008, 12 monthly payments (the monthly payments payable each month by the Province, or any Agent of the Province, being hereinafter collectively referred to as a “Monthly Revenue Share Payment” or “Mrsp”), each Mrsp being in the aggregate equal to one-twelfth of 1.7% of the aggregate Gross Revenues for all Agents of the Province in the applicable Preceding Fiscal Year.
      2. Subject to section 2.2(c), each Mrsp shall be paid by the Province, or by an Agent of the Province at the direction of the Province, to OFN LP 2008 on or before the 15th of April in respect of the Mrsp for the month of April in any Fiscal Year and on or before the 1st of the month for the other eleven months of such Fiscal Year.
      3. The parties acknowledge that Agents of the Province will not have received their respective Consolidated Financial Statements for the Preceding Fiscal Year on or before the date that certain of the Monthly Revenue Share Payments for a Fiscal Year become due and payable. In order to address this issue, the parties agree as follows:
        1. Commencing with Fiscal Year 2012, OLG shall, and the Province shall cause each other Agent of the Province to, prepare and deliver to OFN LP 2008 within 10 days of the end of each Preceding Fiscal Year during the Initial Term and the Renewal Term, an unaudited statement of Gross Revenues (an “Unaudited Gross Revenues Statement”) signed by the chief financial officer of OLG or the relevant Agent of the Province, as the case may be, setting out an estimate of the amount of Gross Revenues for OLG or that Agent of the Province, as applicable, for the Preceding Fiscal Year and a calculation of the Monthly Revenue Share Payments for the then current Fiscal Year based upon the Gross Revenues estimate in the Unaudited Gross Revenues Statements of OLG and other Agents of the Province, as applicable, (each such Mrsp based upon the Unaudited Gross Revenues Statements, being hereinafter referred to as an “Interim Mrsp”).
        2. Commencing with Fiscal Year 2012, OLG shall, and the Province shall cause each other Agent of the Province to, prepare and deliver to OFN LP 2008 on or before June 30th of the Fiscal Year that is the subject of the calculation of the Interim Mrsp, a statement of Gross Revenues audited by the independent auditor of OLG and other Agents of the Province as applicable (an “Audited Gross Revenues Statement”) signed by the chief financial officer of OLG or the relevant Agent of the Province, as the case may be, setting out the final determined amount of Gross Revenues for the Preceding Fiscal Year for OLG or that other Agent of the Province, as applicable, and a calculation of the actual Mrsp payable for the then current Fiscal Year based upon the Gross Revenues set out in the Audited Gross Revenues Statements of OLG and other Agents of the Province.
        3. Once the final Gross Revenues for the Preceding Fiscal Year for OLG or another Agent of the Province have been determined and the actual amount of each Mrsp for the then current Fiscal Year has been calculated as set out in the Audited Gross Revenues Statements delivered to OFN LP 2008:
          1. the Province shall pay, or cause OLG or each other Agent of the Province, as applicable, to pay to OFN LP 2008, without interest, at the time the next Monthly Revenue Share Payment is due and payable, the amount (the “Deficiency”), if any, by which the Mrsp that should have been paid to OFN LP 2008 exceeds the Interim Mrsp, for each month in the Fiscal Year for which an Interim Mrsp had already been paid; or
          2. the Province shall deduct, or cause OLG or each other Agent of the Province, as applicable, to deduct, without interest, from the next Monthly Revenue Share Payment(s) due to OFN LP 2008, the amount, if any, by which the Mrsp that should have been paid to OFN LP 2008 is less than the Interim Mrsp, for each month in the Fiscal Year for which an Interim Mrsp had already been paid.
        4. Upon delivery of the Unaudited Gross Revenues Statement in accordance with section 2.2(c)(i) and the Audited Gross Revenues Statement pursuant to section 2.2(c)(ii), OLG shall, and the Province shall cause each other Agent of the Province, to make, at the request of OFN LP 2008, the respective finance personnel of OLG or that Agent of the Province, including, in the case of the Audited Gross Revenues Statement, their respective independent auditors, as applicable, available to OFN LP 2008 and OFN LP 2008’s accounting advisors, within the 20 day period referred to in section 2.2(f), to discuss in good faith such statements of OLG or of that Agent of the Province, as the case may be.
        5. If an Interim Mrsp, an Mrsp, any Deficiency or any adjusting payment pursuant to section 2.3(c) once determined to be due and payable, is not paid by the Province, or by any Agent of the Province at the direction of the Province, on or before the dates set out in section 2.2(b), 2.2(c)(iii) or 2.3(c), as the case may be, the Province shall indemnify OFN LP 2008 for all damages suffered by OFN LP 2008 as a result of such failure to pay on or before such date, and the parties hereby agree that a reasonable pre-estimate of such damages will be, and the Province shall pay or cause an Agent of the Province to pay to OFN LP 2008, in addition to the Interim Mrsp, the Mrsp, the Deficiency or any adjusting payment pursuant to section 2.3(c), as the case may be, the amount of interest that would have accrued on such payment from the day it became due until, but excluding, the date of actual payment, at a rate equal to the Determined Rate.
        6. OFN LP 2008 shall be entitled to object to the calculation of the Monthly Revenue Share Payments that are based upon an Audited Gross Revenues Statement by delivering a written notice of objection to OLG or the other Agent of the Province, as applicable, within 20 days of receipt by OFN LP 2008 of the Audited Gross Revenues Statement. Such right of objection shall be limited to (i) any recalculation of Gross Revenues by OLG or another Agent of the Province in the circumstances of a change in any applicable accounting practice or principle, pursuant to section 2.4, (ii) or an alleged manifest error in the calculation of Gross Revenues or of the Mrsp set out in the Audited Gross Revenues Statement and, for greater certainty, shall not include the right of OFN LP 2008 or any OFN LP 2008 Limited Partner to audit the audited Gross Revenues determination of OLG or any Agent of the Province for any Fiscal Year, including the Preceding Fiscal Year. If OFN LP 2008 does not so object within such 20 day period, OFN LP 2008 shall be deemed to have agreed to the calculations and amounts set out in the applicable Audited Gross Revenues Statement. If OFN LP 2008 does so object, OFN LP 2008 and OLG or that other Agent of the Province shall each, within five days of the date OLG or that other Agent of the Province received the notice of objection from OFN LP 2008, appoint a representative, which representatives, together with any required third party advisors, including third party advisors of OLG or that other Agent of the Province, as applicable, shall co-operate in good faith in order to try to resolve the Dispute. If the Dispute has not been resolved within 30 days after the date OLG or the other Agent of the Province, as applicable, received the notice of objection from OFN LP 2008, the Dispute shall be resolved in accordance with Article 9. Once any objection by OFN LP 2008 has been resolved, the resolution will be reflected in future Monthly Revenue Share Payments with any adjustments to previously paid or future Monthly Revenue Share Payments being addressed in the same manner as adjustments under sections 2.2(c)(iii)(A) and 2.2(c)(iii)(B).
        7. All payments required to be made to OFN LP 2008 pursuant to sections 2.2 or 2.3 shall be paid to or to the order of OFN LP 2008 by wire transfer of immediately available funds to such account of OFN LP 2008 at such major chartered bank in Canada as OFN LP 2008 shall have notified the Province and OLG in the Closing Agreement, or by such other method or to such other accounts as OFN LP 2008, the Province and OLG may agree in writing from time to time.
    3. Financial Statements
      1. Commencing with Fiscal Year 2012, OLG shall, and the Province shall cause each other Agent of the Province to, prepare and deliver to OFN LP 2008 a copy of the Consolidated Financial Statements of OLG or that Agent of the Province, as applicable, for the Preceding Fiscal Year, including the signed auditors report therein, no later than ten (10) Business Days after the date that the Consolidated Financial Statements are laid before the Legislative Assembly of Ontario or are otherwise made public in accordance with Applicable Laws.
      2. Upon delivery of the Consolidated Financial Statements in accordance with section 2.3(a), OLG shall, and the Province shall cause each other Agent of the Province to, make, at the request of OFN LP 2008, the respective finance personnel of OLG or that Agent of the Province, including their respective independent auditors, as applicable, available to OFN LP 2008 and OFN LP 2008’s accounting advisors to discuss in good faith the Consolidated Financial Statements of OLG or of that Agent of the Province.
      3. If for any reason the Consolidated Financial Statements for the Preceding Fiscal Year of OLG or any other Agent of the Province contain a final Gross Revenues figure for the Preceding Fiscal Year that is different than the Gross Revenues figure contained in the Audited Gross Revenues Statement of OLG or such other Agent of the Province for the Preceding Fiscal Year (other than a difference as a result of a change in an accounting practice or principle of the Province, OLG or any other Agent of the Province as described in section 2.4), then:
        1. the Province shall pay, or shall cause an Agent of the Province to pay, as applicable, to OFN LP 2008, without interest, at the time the next Monthly Revenue Share Payment is due and payable, the amount, if any, by which the Mrsp that should have been paid to OFN LP 2008 based on the final Gross Revenues figure in the Consolidated Financial Statements exceeds the Mrsp that was actually paid to OFN LP 2008 pursuant to section 2.2(c), for each month in the Fiscal Year for which an Mrsp had already been paid based on the Audited Gross Revenues Statement; or
        2. the Province shall deduct, or cause an Agent of the Province, as applicable, to deduct, without interest, from the next Monthly Revenue Share Payment(s) due to OFN LP 2008, the amount, if any, by which the Mrsp that should have been paid to OFN LP 2008 based on the final Gross Revenues figure in the Consolidated Financial Statements is less than the Mrsp that was actually paid to OFN LP 2008 pursuant to section 2.2(c), for each month in the Fiscal Year for which an Mrsp had already been paid based on the Audited Gross Revenues Statement.
      4. OFN LP 2008 shall be entitled to object to any difference between (i) the Gross Revenues figure contained in the Consolidated Financial Statements for the Preceding Fiscal Year of OLG or any other Agent of the Province and (ii) the Gross Revenues figure contained in the Audited Gross Revenues Statement of OLG or any other Agent of the Province, as the case may be, by delivering a written notice of objection to OLG or the other Agent of the Province, as applicable, within 20 days of receipt by OFN LP 2008 of such Consolidated Financial Statements. For greater certainty such right of objection shall be limited to any such difference between such Gross Revenue figures and shall not include the right of OFN LP 2008 or any OFN LP 2008 Limited Partner to audit the audited Gross Revenues determination of OLG or any Agent of the Province for any Fiscal Year, including the Preceding Fiscal Year. If OFN LP 2008 does not so object within such 20 day period, OFN LP 2008 shall be deemed to have agreed to the Gross Revenue figures set out in such Consolidated Financial Statements. If OFN LP 2008 does so object, OFN LP 2008 and OLG or that other Agent of the Province shall each, within five days of the date OLG or that other Agent of the Province received the notice of objection from OFN LP 2008, appoint a representative, which representatives, together with any required third party advisors, including third party advisors of OLG or that other Agent of the Province, as applicable, shall co-operate in good faith in order to try to resolve the Dispute. If the Dispute has not been resolved within 30 days after the date OLG or that other Agent of the Province received the notice of objection from OFN LP 2008, the Dispute shall be resolved in accordance with Article 9. Once any objection by OFN LP 2008 has been resolved, the resolution will be reflected in future Monthly Revenue Share Payments with any adjustments to previously paid or future Monthly Revenue Share Payments being addressed in the same manner as adjustments under sections 2.3(c)(i) and 2.3(c)(ii).
    4. Changes in Accounting Procedures
      1. In the event that during the course of any Fiscal Year there has been a change in any applicable accounting practice or principle of the Province, OLG or any other Agent of the Province, which change affects the determination of Gross Revenues, the Province, OLG or such other Agent of the Province shall deliver a written notice of such change to OFN LP 2008 in sufficient detail in order for OFN LP 2008 to understand such change. For the purposes of this section 2.4, a “change in any applicable accounting practice or principle” shall mean any change in any accounting practice or principle related to the recognition of Gross Revenues by the Province or OLG from those accounting practices or principles applied by the Province or OLG in respect of the recognition of Gross Revenues from the Lottery Schemes conducted and managed by OLG at the Effective Date, as reported in the Consolidated Financial Statements of OLG For greater certainty, a change in any applicable accounting practice or principle does not include the determination of any accounting practice or principle that may be applied by the Province, OLG or any other Agent of the Province to any new Lottery Schemes that the Province, OLG or any other Agent of the Province may commence to conduct and manage from and after the Effective Date, which determination of accounting practices and principles applicable to such new Lottery Schemes commenced after the Effective Date shall be at the sole discretion of the Province, OLG or such other Agent of the Province, as the case may be.
      2. The Province shall cause each Agent of the Province to make its chief financial officer or other senior financial officer having knowledge of any change in accounting practice or principle available to representatives of OFN LP 2008 in order to explain such change.
      3. In the event of any change after the Effective Date in any accounting practice or principle applied to the calculation of Gross Revenues of OLG derived from the Lottery Schemes conducted and managed by OLG as at the Effective Date, OLG and any other Agent of the Province, as applicable, shall, for the purposes of this Agreement, from and after the date of such change, recalculate Gross Revenues in accordance with the accounting practices and principles applied by OLG at the Effective Date.
      4. If it is necessary to recalculate Gross Revenues pursuant to section 2.4(c) for the purposes of calculating the Monthly Revenue Share Payments, the Province shall cause each Agent of the Province subject to such recalculation to deliver to OFN LP 2008 the Unaudited Gross Revenues Statement, the Audited Gross Revenues Statement, the Consolidated Financial Statements of that Agent of the Province and the recalculation of Gross Revenues required pursuant to section 2.4(c), together with a report from the auditor of such Agent of the Province on such recalculation.
    5. Provincial Levies, including Taxes and WIN Contributions
      1. Subject to sections 2.5(b) and 2.5(c), the Province affirms and agrees that the receipt by OFN LP 2008 or the OFN LP 2008 Limited Partners of all or any portion of the $201 Million Payment or any Monthly Revenue Share Payments shall not be reduced by any Levy of the Province or any agency of the Province with the jurisdiction and power to impose such a charge acting under the authority of the Province, including the Win Contribution. If it is determined that any Levy of the Province becomes payable by OFN LP 2008 or any OFN LP 2008 Limited Partner on the receipt by OFN LP 2008 or such OFN LP 2008 Limited Partner of all or any portion of the $201 Million Payment or any Monthly Revenue Share Payments, and OFN LP 2008 and/or such OFN LP 2008 Limited Partners have complied with their obligation to pay such Levy and no remission is available to them, then the Province shall pay to OFN LP 2008 or such OFN LP 2008 Limited Partners an amount equivalent to the Levy of the Province so paid by each of OFN LP 2008 or such OFN LP 2008 Limited Partners respectively.
      2. The Province and OFN LP 2008 acknowledge and agree that the affirmation and agreement of the Province set out in section 2.5(a) does not apply to any Levy of an Authority related directly or indirectly to any right, title or interest in and to, or any use, expenditure, investment or application of, the $201 Million Payment or the Monthly Revenue Share Payments after receipt thereof by OFN LP 2008 or the OFN LP 2008 Limited Partners or to any income, revenue or appreciation of value received or realized by OFN LP 2008 and/or an OFN LP 2008 Limited Partner directly or indirectly related to or derived from the use, expenditure, investment or application of the $201 Million Payment or the Monthly Revenue Share Payments after the receipt thereof by OFN LP 2008 or an OFN LP 2008 Limited Partner, including such Levies of any Authority imposed on, measured by or referred to as, income, land transfer, sales, goods and services, use, consumption, capital, value added, excise, stamp, withholding, business, wealth, estate, franchising, property, development, occupancy, employer benefit, payroll, workers compensation, health, social services, education or social securities taxes.
      3. OFN LP 2008 acknowledges that the Federal Government of Canada, or any agent or Authority of the Federal Government of Canada, may be obliged to apply a Levy of the Province or any Levy created by an agency of the Province with the jurisdiction and power to impose such a charge acting under the authority of the Province to the receipt by OFN LP 2008 or the OFN LP 2008 Limited Partners of all or any portion of the $201 Million Payment or any Monthly Revenue Share Payments. In such event, and provided that OFN LP 2008 or the OFN LP 2008 Limited Partners have complied with their obligation to pay such Levy and no remission is available to them, then the Province shall pay to OFN LP 2008 or such OFN LP 2008 Limited Partners an amount equivalent to such Levy of the Province paid by each of OFN LP 2008 or such OFN LP 2008 Limited Partners respectively.
    6. OLG Board Membership

      OFN LP 2008 shall have the right to have a representative of OFN LP 2008 appointed by the Province as a member of the board of directors of OLG in accordance with and pursuant to the procedures of the Province for making such appointments. Any nominee of OFN LP 2008 must comply with the criteria established for service as a member of the board of directors of OLG OFN LP 2008 shall require any appointee that subsequently ceases to comply with such approved criteria to resign immediately, failing which the Province shall be entitled to terminate such appointee as a member of the board of directors of OLG

Article 3

Unsigned First Nations

    1. Unsigned First Nations
      1. Each of OFN LP and OFN LP 2008 covenants and agrees that it shall use its good faith reasonable efforts to explain to any Unsigned First Nation the benefits of this Agreement to such Unsigned First Nation in order that such Unsigned First Nation can determine whether it will become an OFN LP 2008 Limited Partner.
      2. OFN LP 2008 covenants and agrees that the OFN LP 2008 Partnership Agreement provides and will continue to provide during the Initial Term and the Renewal Term that OFN 2008 General Partner will hold in a segregated account for each Unsigned First Nation all monies to which such Unsigned First Nation would be entitled to have distributed to it under this Agreement and the OFN LP 2008 Partnership Agreement if such Unsigned First Nation had been an OFN LP 2008 Limited Partner at the Effective Date (all such monies the “Held Amounts” and individually, a “Held Amount”) and that each such Held Amount will not be distributed to any Person except as provided in this Agreement and in section 5.2 of the OFN LP 2008 Partnership Agreement. OFN LP 2008 and the Province shall review this section 3.1 at the end of each fiscal year of OFN LP 2008 and determine whether the Held Amounts should continue to be held by OFN 2008 General Partner or otherwise used as provided in section 5.2 of the OFN LP 2008 Partnership Agreement.
      3. OFN 2008 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 Losses which are suffered by the Province, OLG or by any other Agent of the Province or any of their respective directors, officers, employees, servants or agents (each of the foregoing a “Protected Party” and all of the foregoing collectively, the “Protected Parties”) and which are attributable to or arise out of or in connection with any claim (such claims an “Unsigned First Nation Claim”) by any Unsigned First Nation:
        1. related to the execution and delivery of this Agreement and the Closing Agreement by OFN LP 2008 or the completion of the Closing including, without limitation, the discontinuance of the 20% Litigation;
        2. that it has an interest in the subject matter of this Agreement or the OFN LP 2008 Partnership Agreement, that is not subject to or adequately provided for or is inappropriately provided for in the terms of this Agreement, the Closing Agreement or the OFN LP 2008 Limited Partnership Agreement;
        3. that it has an interest in the CRRA or the OFN LP Partnership Agreement that is not subject to or adequately provided for or is inappropriately provided for in the terms of this Agreement, the Closing Agreement or the OFN LP 2008 Partnership Agreement; or
        4. that it is entitled to any amount or rights in addition to, greater than or alternative to those provided for under this Agreement, the Closing Agreement or the OFN LP 2008 Partnership Agreement;

          (all such Losses being the “Liabilities”); provided that, if such Unsigned First Nation’s Held Amount is not sufficient to satisfy all of that Unsigned First Nation’s Liabilities in full, OFN 2008 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.

      4. In the event that the Held Amount attributable to an Unsigned First Nation is not sufficient to satisfy all of its Liabilities, OFN 2008 General Partner shall divide and distribute all future payments (the “Future Payments”) to which such Unsigned First Nation (whether such Unsigned First Nation becomes an OFN LP 2008 Limited Partner or not) would otherwise become entitled under this Agreement or the OFN LP 2008 Partnership Agreement, among the relevant Protected Parties on the same basis as set out in section 3.1(c) until the Unsigned First Nation’s Liabilities are satisfied in full.
      5. If one or more Unsigned First Nations obtains 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 3.1(c) (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 $201 Million Payment and the Monthly Revenue Share Payments 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 3.1(e) together with the terms of such unilateral amendment. Upon such unilateral amendment, the Province will be entitled to distribute the $201 Million Payment and the Monthly Revenue Share Payments to First Nations in Ontario 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.
      6. Any Held Amounts and Future Payments attributable to an Unsigned First Nation(s) shall first be used to satisfy all Liabilities related to an Unsigned First Nation Claim of that Unsigned First Nation other than those in satisfaction of a Judgment and, upon such satisfaction of such Liabilities other than those in satisfaction of a Judgment, any balance of such Held Amount and Future Payments shall be used to satisfy the Liabilities related to an Unsigned First Nation Claim of that Unsigned First Nation related to or arising out of a Judgment. In the event that any Held Amounts and Future Payments attributable to an Unsigned First Nation(s) are used to satisfy any Losses, Liabilities, or Judgment suffered or incurred by the Protected Parties and related to an Unsigned First Nation Claim of that Unsigned First Nation and, after all such Losses, Liabilities and Judgments have been satisfied in full from such Held Amounts and Future Payments, any positive balance remaining in such Held Amounts and all subsequent Future Payments attributable to such Unsigned First Nation(s) may, in full subordination in priority to the complete satisfaction of all Losses, Liabilities and Judgments suffered or incurred by the Protected Parties, be applied to satisfy any Losses or Liabilities suffered or incurred or any Judgments against OFN LP , OFN LP 2008, OFN General Partner, OFN 2008 General Partner or their respective directors, officers, employees, servants or agents (all of the foregoing collectively, the “OFN Protected Parties”) related to an Unsigned First Nation Claim of that Unsigned First Nation.
      7. Notwithstanding any other provisions of this Agreement, including the other provisions of this Article 3, OFN LP and OFN LP 2008 shall and hereby agree to indemnify and hold harmless the Protected Parties against and from any and all Losses or Liabilities of whatsoever kind, including amounts paid to settle an action (provided such settlement has been consented to by OFN LP 2008, such consent not to be unreasonably withheld) or to satisfy a judgment and including all legal fees and other expenses, which any Protected Party may sustain or incur or become subject to, arising out of or relating directly or indirectly to an Unsigned First Nation Claim made by any one or more Unsigned First Nations. A Protected Party shall provide prompt written notice to OFN LP and OFN LP 2008 of any notice it receives of assertion of a claim for which the Protected Party is entitled to indemnification under this section 3.1(g).
      8. OFN LP and OFN LP 2008 agree that, notwithstanding any other provision in this Agreement, including the other provisions of this Article 3, the full amount of any Losses or Liabilities of the Protected Parties may be payable by the Province and may be deducted and set off from and against any payments payable to OFN LP pursuant to the terms of the CRRA and the $201 Million Payment and the Monthly Revenue Share Payments, including the Collective Use Monies, payable by the Province to OFN LP 2008 pursuant to the terms of this Agreement, until all such amounts have been paid in full. The Province agrees that it will not deduct and set off from and against any such payments any amount of any Losses or Liabilities of the Protected Parties in accordance with this section 3.1(h) until at least three months from the day that a Protected Party provides notice to OFN LP , OFN LP 2008 or both of them, that the Protected Party claims indemnification from OFN LP , OFN LP 2008 or both of them pursuant to section 3.1(g).
      9. OFN LP and OFN LP 2008 further agree that the amount of any Judgment, including without duplication, any award of costs and prejudgment and post judgment interest, in favour of one or more Claimants, may be payable by the Province and may be deducted and set off by the Province from and against any payments payable to OFN LP pursuant to the terms of the CRRA and the $201 Million Payment and the Monthly Revenue Share Payments payable by the Province to OFN LP 2008 pursuant to the terms of this Agreement, until all such amounts have been paid in full.
      10. In the event that an Unsigned First Nation becomes an OFN LP 2008 Limited Partner and no longer is an Unsigned First Nation, and provided there are no outstanding Losses, Liabilities or Judgments arising from any Unsigned First Nation Claim by such First Nation against the Protected Parties or the OFN Protected Parties and provided there are no outstanding Unsigned First Nation Claims initiated by such First Nation against any of the Protected Parties or the OFN Protected Parties, then such Unsigned First Nation shall be entitled to receive the Held Amounts and all Future Payments from and after the date that such Unsigned First Nation becomes an OFN LP 2008 Limited Partner. If an Unsigned First Nation does not become an OFN LP 2008 Limited Partner during the Initial Term or Renewal Term of this Agreement, and provided there are no outstanding Losses, Liabilities or Judgments arising from any Unsigned First Nation Claim by such Unsigned First Nation against the Protected Parties or the OFN Protected Parties, and provided there are no outstanding Unsigned First Nation Claims initiated by such Unsigned First Nation against any of the Protected Parties or the OFN Protected Parties, then OFN LP 2008 shall be entitled at the expiry of the Renewal Term to receive and distribute pursuant to and in accordance with the terms of the OFN LP 2008 Partnership Agreement, the Held Amounts attributable to such Unsigned First Nation.

Article 4

Use Of Funds

    1. Use of Funds by OFN LP 2008

      Subject to Accruals, Permitted Interim Investments, Partnership Expenses and any Collective Use Monies, all funds received by OFN LP 2008 under Article 2 shall be distributed among the OFN LP 2008 Limited Partners in accordance with the provisions contained in Articles 6 and 7 of the OFN LP 2008 Partnership Agreement.

    2. Purposes of Funds
      1. OFN LP 2008 covenants and agrees that the OFN LP 2008 Partnership Agreement does, and during the Term and Renewal Term shall continue to, provide that the Limited Partner Distributions received by an OFN LP 2008 Limited Partner shall, subject to Limited Partner Expenses, Accruals and Permitted Interim Investments pending expenditures made in accordance with this section 4.2, only be used or expended by such OFN LP 2008 Limited Partner for capital and operating expenditures in respect of or in furtherance of the Approved Purposes for the benefit of such OFN LP 2008 Limited Partner and its members. For greater certainty, the Approved Purposes do not include per capita distributions or other forms of direct per capita distributions of any portion of the Limited Partner Distributions to members of such OFN LP 2008 Limited Partner or a member of any other OFN LP 2008 Limited Partner or any other Person but may include (i) the service or repayment of any Indebtedness by an OFN LP 2008 Limited Partner existing at the Effective Date in respect of any of the Approved Purposes; (ii) the service or repayment of any Indebtedness by an OFN LP 2008 Limited Partner incurred by an OFN LP 2008 Limited Partner subsequent to the Effective Date in respect of any capital or operating expenditures of such OFN LP 2008 Limited Partner related to or in furtherance of the Approved Purposes of that OFN LP 2008 Limited Partner; and (iii) consultations, negotiations and dispute resolution processes related to the defence and enforcement of any rights or claims by an OFN LP 2008 Limited Partner in respect of any of the Approved Purposes.
      2. Where, in respect of Indebtedness incurred prior to the Effective Date:
        1. there is reasonable evidence that the Indebtedness was incurred for one or more of the Approved Purposes referred to in this section 4.2; 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 an OFN LP 2008 Limited Partner’s control or limitations of record-keeping of an OFN LP 2008 Limited Partner due to its limited size, remoteness or lack of financial resources;

          then OFN LP 2008 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 Approved Purposes referred to in this section 4.2.

      3. First Nations Traditions

        The parties acknowledge and agree that in respect of the Limited Partner Distributions, the Approved Purposes are to be interpreted to include within their meaning and scope the cultures, traditions, values, beliefs, methods and practices of First Nations in Ontario, provided that in no event shall any such tradition, value, belief, method or practice override any specific use of funds provisions, or any reporting or accountability provisions, set out in this Agreement.

      4. Collective Use Monies

        Subject to the terms of this Agreement, the OFN LP 2008 Partnership Agreement and any Applicable Laws, the Province and OFN LP 2008 agree that OFN LP 2008 may use, expend or invest the Collective Use Monies for collective investment purposes and initiatives, in the manner and for the purposes approved by the OFN LP 2008 Limited Partners pursuant to the OFN LP 2008 Partnership Agreement. For greater certainty, however, the provisions of sections 4.1 and 4.2 do not apply to the use, expenditure, investment or distribution of income or capital gains from businesses, investment, interest, initiatives or facilities established, acquired, developed or enhanced through the use, expenditure or investment of the Collective Use Monies by OFN LP 2008, provided that the provisions of section 4.2 shall apply to the distributions to the OFN LP 2008 Limited Partners of any flow through or return of Collective Use Monies to an OFN LP 2008 Limited Partner.

      5. Certain Provisions in Respect of Collective Use Monies

        OFN LP and OFN LP 2008 acknowledge and agree that:

        1. the right of OFN LP 2008 to make a determination to use, expend or invest the Collective Use Monies in accordance with this Article 4 has been included in this Agreement at the specific request of OFN LP and OFN LP 2008;
        2. the terms and conditions relating to the administration of the Collective Use Monies will be determined by OFN LP 2008 at a date subsequent to the Effective Date;
        3. there is broad diversity in the needs and priorities of the OFN LP Limited Partners and the OFN LP 2008 Limited Partners,

          and each of OFN LP and OFN LP 2008 shall and hereby does agree to indemnify and hold harmless the Protected Parties against and from any and all Losses of whatsoever kind, including amounts paid to settle an action (provided such settlement has been consented to by OFN LP 2008, such consent not to be unreasonably withheld) or to satisfy a judgment and including all legal fees and other expenses, which the Protected Parties may sustain or incur or become subject to relating directly or indirectly to, or arising directly or indirectly out of, the use, expenditure, investment or distribution of the Collective Use Monies or any income, proceeds or other monies derived therefrom including, without limitation, any losses, costs, damages, expenses and liabilities arising out of any claim made by or on behalf of one or more OFN LP 2008 Limited Partners, Unsigned First Nations, or any Person that it has sustained a loss or otherwise therefrom including, without limitation, any losses, costs, damages, expenses and liabilities arising out of any claim made by or on behalf of one or more OFN LP 2008 Limited Partners, Unsigned First Nations, or any Person that it has sustained a loss or otherwise been prejudiced by the use, expenditure, investment or distribution of any Collective Use Monies or any income, proceeds or other monies derived therefrom. A Protected Party shall provide prompt written notice to OFN LP and OFN LP 2008 of any notice it receives of assertion of a claim for which the Protected Party is entitled to indemnification under this section 4.5.

      6. Set-Off by Province

        OFN LP and OFN LP 2008 each further agrees that, notwithstanding any other provision in this Agreement or any other remedy which the Province may have under this Agreement or pursuant to Applicable Laws, the full amount of any Losses or Liabilities whatsoever of the Protected Parties relating to or arising out of the use, expenditure, investment or distribution of the Collective Use Monies or any income, proceeds or other monies derived therefrom by OFN LP 2008, or any claim by any OFN LP Limited Partner or any OFN LP 2008 Limited Partner relating thereto or arising therefrom, may be payable by the Province and may be deducted and set off against any payments payable to OFN LP pursuant to the terms of the CRRA and against the $201 Million Payment and the Monthly Revenue Share Payments, including the Collective Use Monies, payable by the Province to OFN LP 2008 pursuant to the terms of this Agreement. The Province agrees that it will not deduct and set off from and against any such payments any amount of any Losses or Liabilities of the Protected Parties in accordance with this section 4.6 until at least three months from the day that a Protected Party provides notice to OFN LP , OFN LP 2008 or both of them, that the Protected Party claims indemnification from OFN LP , OFN LP 2008 or both of them pursuant to section 4.5.

Article 5

First Nations Reporting

    1. Report to OFN LP 2008 by Limited Partners

      OFN LP 2008 agrees that the OFN LP 2008 Partnership Agreement shall provide that each OFN LP 2008 Limited Partner which has received a Limited Partner Distribution for an OFN LP 2008 fiscal year shall provide to OFN LP 2008 audited financial statements for the distributions and expenses during such fiscal year within 120 days of the Fiscal Year end. OFN LP 2008 will use reasonable efforts to obtain from each OFN LP 2008 Limited Partner that has received a Limited Partner Distribution, the audited statements in accordance with the terms of the OFN LP 2008 Partnership Agreement. The financial statements shall show the expenses by category as set out in section 4.2(a) and shall be substantially in the form of Schedule 5.1. OFN LP 2008 shall provide a copy of such financial statements to the Joint Appointee within 10 days of receipt thereof.

    2. OFN LP 2008 Report to Province
      1. Based on a review of the reports that it has received pursuant to section 5.1 above, OFN LP 2008 shall provide annually within a reasonable time, but not later than 150 days after OFN LP 2008’s fiscal year end, (i) to the Province and the Joint Appointee, a report in respect of such Fiscal Year substantially in the form of Schedule 5.2, and (ii) to the Province, a summary report of representative examples of projects, programs or other initiatives to which the OFN LP 2008 Limited Partners have applied the Limited Partner Distributions during such fiscal year.
      2. If an OFN LP 2008 Limited Partner that has failed to provide the report contemplated in section 5.1 within the time period referred to therein, subsequently delivers the contemplated report to OFN LP 2008, then OFN LP 2008 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 5.2 and shall be delivered within 30 days of OFN LP 2008 having received the late report from the Limited Partner. Sections 5.2, 5.4, 5.5, 5.6 and Article 9 of this Agreement shall apply to any such supplemental report.
      3. OFN LP 2008 shall also deliver to the Province and the Joint Appointee within a reasonable time, but not later than 90 days after OFN LP 2008’s fiscal year-end, audited financial statements of OFN LP 2008, including a schedule setting forth the specific amount of funds transferred to each OFN LP 2008 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 First Nation in Ontario 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 LP 2008 shall also deliver to the Province and the Joint Appointee within a reasonable time, but not later than 90 days after each fiscal year-end of OFN LP 2008, (i) an audited report for the Collective Use Monies for the fiscal year then ended confirming whether the Collective Use Monies, Investment Income and all other income, proceeds and other monies derived from the Collective Use Monies, were expended or invested in accordance with the terms of this Agreement and the OFN LP 2008 Partnership Agreement (including confirmation that no more than the permitted amount of payments to OFN LP 2008 hereunder were used as Collective Use Monies) and (ii) a summary report of representative examples of projects, programs, expenditures, investments or other initiatives to which OFN LP 2008 has applied such monies during such fiscal year.
    3. Joint Appointee
      1. The Province and OFN LP 2008 shall, on or before the Effective Date, and annually thereafter, mutually appoint a person, not in the employ of the Province, OLG or any other Agent of the Province, or of OFN LP , OFN LP 2008, any OFN LP Limited Partner or OFN LP 2008 Limited Partner or any of the First Nations in Ontario, 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 be pursuant to and be upon the terms set out in a formal written retainer agreement agreed among the Province, OFN LP 2008 and such Joint Appointee and shall continue until a replacement is appointed by the Province and OFN LP 2008 and such replacement has accepted his or her appointment. If the Province and OFN LP 2008 cannot agree on the appointment of the Joint Appointee or a replacement appointee, then such appointment shall be referred to the Arbitrators pursuant to section 9.2 and such Arbitrators shall have the authority to appoint the Joint Appointee or the replacement appointee. The Joint Appointee will operate with the authority granted to it under and in accordance with the provisions of this Agreement and the formal written retainer agreement with the Joint Appointee shall provide that the Joint Appointee shall perform the duties and obligations of the Joint Appointee set out in this Agreement.
      2. The reasonable costs and expenses of the Joint Appointee will be paid by the Province in accordance with the budget agreed to pursuant to section 5.3(c). The Joint Appointee will submit detailed invoices setting out his or her costs and expenses which will be reviewed by the Province and, subject to dispute of such costs and expenses by the Province, the Province shall pay such costs and expenses.
      3. The Province and OFN LP 2008 shall agree on a budget providing for the costs and expenses of the Joint Appointee for each Fiscal Year prior to the end of the Preceding Fiscal Year.
      4. Failure by the Province and OFN LP 2008 to agree on a Joint Appointee or a budget in respect thereof prior to the end of each Fiscal Year are matters which shall be referred directly to and determined by the Arbitrators under section 9.2.
    4. Joint Appointee Investigation
      1. OFN LP 2008 shall provide the Joint Appointee with copies of the reports referred to in section 5.1 (subject to prior receipt of same by OFN LP 2008), 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 LP 2008 or, subject to this section 5.4, an OFN LP 2008 Limited Partner that has received distributions from OFN LP 2008. Where the Joint Appointee wishes to obtain relevant information or documents from an OFN LP 2008 Limited Partner, the Joint Appointee shall first request OFN LP 2008 to obtain the information and documents. If the Joint Appointee makes such a request of OFN LP 2008, OFN LP 2008 shall make such request of the OFN LP 2008 Limited Partner. If the Joint Appointee, after the request or delivery, or both, of the requested information and documents from the OFN LP 2008 Limited Partner as provided through OFN LP 2008, 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 OFN LP 2008 Limited Partner.
      3. Without prejudice to any other provision of this Agreement, refusal on the part of OFN LP 2008 or an OFN LP 2008 Limited Partner that has received distributions from OFN LP 2008 to provide the documents referred to in this section 5.4 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 LP 2008 to deliver information which it has not received shall not be a refusal by OFN LP 2008 for the purposes of this section 5.4.
      4. All information, records or documents provided to the Joint Appointee will be treated by the Joint Appointee as confidential and not disclosed to any party to this Agreement or to any other Person except as specifically required by the terms of this Agreement or the terms of the formal written retainer agreement with the Joint Appointee or for the purposes of recommending (where appropriate) the identification of a Dispute under Article 9 or the determination of a dispute under Article 9.
    5. Joint Appointee Report
      1. The Joint Appointee shall deliver to OFN LP 2008 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 as contemplated pursuant to section 5.5(b), a report setting out, based on the reports and inquiries set forth in section 5.4:
        1. whether each OFN LP 2008 Limited Partner has provided to OFN LP 2008 audited financial statements in accordance with section 5.1;
        2. whether OFN LP 2008 has provided to the Province financial statements and the reports in accordance with section 5.2;
        3. whether the review conducted by the Joint Appointee has resulted in the discovery of information that there has been non- compliance with Article 4 or Article 5 of this Agreement; and
        4. such other information as the parties may agree.
      2. The report contemplated in section 5.5(a) 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) OFN LP 2008 and the Province agree to the delivery of the report on a more frequent basis.
    6. Policies and Procedures for Reporting

      OFN LP 2008 may develop policies and procedures relating to permitted expenditures and the characterization thereof for the purposes of sections 4.2 and 4.4, 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 5.4. The parties agree that such policies and procedures shall not amend the provisions relating to statements and reports in this Article 5.

    7. Provincial Review of Reports

      The Province shall be entitled to submit any concerns it may have with respect to the reports contemplated by sections 5.1, 5.2 and 5.5 within 60 days after its receipt of the Joint Appointee’s report under section 5.5. 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. of the Fiscal Year and entities to which such reports relate.

    8. Code of Reporting

      Subject to Applicable Laws, the parties agree and acknowledge that the provisions of this Article 5 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 monies received by OFN LP 2008 and the OFN LP 2008 Limited Partners pursuant to this Agreement.

    9. Operations of OFN 2008 General Partner

      OFN LP 2008 agrees with the Province that the OFN 2008 Shareholders’ Agreement provides and shall continue to provide that the operations of OFN 2008 General Partner shall be conducted in accordance with the Business Corporations Act (Ontario) and, subject thereto, the terms of the OFN 2008 Shareholders’ Agreement.

    10. Books and Records and Financial Statements

      OFN LP 2008 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 LP 2008 Partnership Agreement or Applicable Laws may require. OFN LP 2008 represents and warrants to the other parties that section 9.5 of the OFN LP 2008 Partnership Agreement provides, and shall continue to provide during the Initial Term and the Renewal Term, that each OFN LP 2008 Limited Partner shall make such audited financial statements and other reports and information relating to this Agreement available to individual band members of such OFN LP 2008 Limited Partner for review upon reasonable notice of any request by such band member on the terms set forth therein.

Article 6

Casino Rama

    1. Casino Rama Reserve Accounts
      1. OLG commits that during the period commencing on the date of Closing and ending on March 31, 2011, it will maintain the Operating Reserve at an amount no greater than $30 million and will maintain the Capital Renewals Reserve Account at an amount equal to the annual approved Capital Renewals Budget for the applicable fiscal year, with the uncommitted (non-budgeted) amount of the Capital Renewals Reserve at the end of each fiscal year not to exceed $5 million and with any amounts in excess of such $5 million at the end of each fiscal year during such time period to be distributed pursuant to and in accordance with the terms of the CRRA .
      2. OLG commits to manage the Capital Renewals Reserve and the Operating Reserve in a manner that is consistent with the purposes for which the reserves were established under the Doa and the reasonable business requirements of Casino Rama. OLG commits to discuss proposed Capital Renewals pertaining to Casino Rama with OFN LP and to consider OFN LP ’s concerns in OLG s approval of the Capital Renewals Budget(s) in each Fiscal Year up to and including Fiscal Year 2012. For greater certainty neither OFN LP nor OFN LP 2008 shall have an approval right over the Capital Renewals Budget(s) pertaining to Casino Rama and the discussion of the Capital Renewals Budget(s) described above shall be governed by the confidentiality provisions of the CRRA .
    2. Casino Rama Revenue Agreement
      1. Except as specifically set out in this Agreement, this Agreement is without prejudice to:
        1. the Province’s, OLG s and OFN LP ’s rights or obligations under the CRRA for the period from the Effective Date to and including March 31, 2011, including OFN LP ’s right to receive payments from OLG of On-Going Net Revenues in accordance with and subject to the terms of the CRRA ;
        2. any right, claim or entitlement that OFN LP may have to all or any part of the 35% Allocation for any period prior to the Effective Date and for the period from the Effective Date to and including March 31, 2011; or
        3. subject to the time limitations set out in sections 6.2(a)(i), 6.2(a)(ii) and subject to sections 6.2(b) and 6.2(g), any rights, claims or defences that any of OFN LP , the Province or OLG may have in respect of the 35% Litigation.
      2. Notwithstanding the provisions of section 6.2(a), OFN LP shall not, nor shall it be entitled to:
        1. direct the payment of, or purport to direct the payment of;
        2. settle any claim in respect of, or purport to settle any claim in respect of; or
        3. convey, transfer or assign to any Person, or purport to convey, transfer or assign to any Person;

          all or any part of the 35% Allocation or any right, title or interest in and to the 35% Allocation, including any right to receive all or any part of the 35% Allocation pursuant to the CRRA , nor shall it be entitled to receive all or any part of the 35% Allocation, in respect of the period from and after April 1, 2011.

      3. The parties acknowledge that the CRRA and the DOA will, subject to their respective terms and conditions, remain in force at least until and including March 31, 2011.
      4. OLG shall continue to comply with its obligations and have the benefit of its rights under the DOA for the period from the Effective Date until and including March 31, 2011 in accordance with and subject to the terms and conditions of the Doa.
      5. OLG shall continue to comply with its obligations and have the benefit of its rights under the CRRA for the period from the Effective Date until and including March 31, 2011 in accordance with and subject to the terms and conditions of the CRRA .
      6. OFN LP shall continue to comply with its obligations and have the benefit of its rights under the CRRA for the period from the Effective Date to and including March 31, 2011 in accordance with and subject to the terms and conditions of the CRRA .
      7. Save and except as set out in section 6.2(a) but subject to section 6.2(b) and save and except for the rights of OFN LP under the CRRA for the period up to and including March 31, 2011 and its rights to participate in any distribution of monies pursuant to section 6.2 of the Doa upon the wind down of Casino Rama, OFN LP shall and hereby does, with effect as of April 1, 2011, irrevocably and unconditionally abandon, relinquish and release all of its rights, title and interest in and to or arising under the CRRA , including OFN LP ’s right to receive payments pursuant to the terms of the CRRA and all rights and the obligations of OFN LP under the CRRA shall terminate with effect on such date.

Article 7

Representations And Warranties

    1. Representations and Warranties By OFN LP

      OFN LP and OFN General Partner, as general partner of OFN LP , represent and warrant to the Province and OLG as follows and acknowledge that the Province and OLG are relying on such representations and warranties in entering into this Agreement and performing their respective obligations hereunder:

      1. OFN General Partner is a corporation duly incorporated and organized and validly existing under the laws of the Province of Ontario and is the general partner of OFN LP .
      2. The First Nations in Ontario that are shareholders of OFN General Partner own beneficially and directly all of the issued and outstanding shares of OFN General Partner.
      3. OFN LP is a limited partnership duly formed and validly existing under the laws of the Province of Ontario.
      4. The First Nations in Ontario that are limited partners of OFN LP own beneficially and legally all of the limited partnership units of OFN LP .
      5. Each of OFN LP and OFN General Partner has all necessary capacity, corporate and/or partnership power and authority to enter into and to carry out the provisions of this Agreement on its own behalf and on behalf of OFN LP and the OFN LP Limited Partners and this Agreement has been duly authorized, executed and delivered by OFN LP and constitutes a legal, valid and binding obligation enforceable against OFN LP , and against OFN General Partner as general partner of OFN LP , and against the OFN LP Limited Partners, in accordance with the terms of this Agreement, subject to exceptions as to bankruptcy and the availability of equitable remedies.
      6. Neither the execution and delivery of this Agreement by OFN LP , nor the performance of or compliance with the terms and conditions of this Agreement by OFN LP , and OFN General Partner conflicts with or will result in a breach of any of the terms, conditions or provisions of, or constitutes a default under, the constating documentation of any of OFN General Partner or OFN LP , including the OFN LP Partnership Agreement, the OFN Shareholders’ Agreement, or any other agreement or instrument to which either of them is a party or by which either of them is bound.
    2. Representations and Warranties By OFN LP 2008

      OFN LP 2008 and OFN 2008 General Partner, as general partner of OFN LP 2008, represent and warrant to the Province and OLG as follows and acknowledge that the Province and OLG are relying on such representations and warranties in entering into this Agreement and performing their respective obligations hereunder:

      1. OFN 2008 General Partner is a corporation duly incorporated and organized and validly existing under the laws of the Province of Ontario and is the general partner of OFN LP 2008.
      2. The First Nations in Ontario that are shareholders of OFN 2008 General Partner own beneficially and directly all of the issued and outstanding shares of OFN 2008 General Partner.
      3. OFN LP 2008 is a limited partnership duly formed and validly existing under the laws of the Province of Ontario.
      4. The First Nations in Ontario that are Limited Partners of OFN LP 2008 own beneficially and directly all of the limited partnership units of OFN LP 2008.
      5. Each of OFN LP 2008 and OFN 2008 General Partner has all necessary capacity, corporate and/or partnership power and authority to enter into and to carry out the provisions of this Agreement on its own behalf and on behalf of OFN LP 2008 and the OFN LP 2008 Limited Partners and this Agreement has been duly authorized, executed and delivered by OFN LP 2008 and OFN General Partner on behalf of OFN LP 2008 and constitutes a legal, valid and binding obligation enforceable against OFN LP 2008 and against OFN 2008 General Partner, as general partner of OFN LP 2008 and against the OFN LP 2008 Limited Partners, in accordance with the terms of this Agreement, subject to exceptions as to bankruptcy and the availability of equitable remedies.
      6. Neither the execution and delivery of this Agreement by OFN LP 2008 and OFN 2008 General Partner on behalf of OFN LP 2008, nor the performance of or compliance with the terms and conditions of this Agreement by OFN LP 2008 and OFN 2008 General Partner on behalf of OFN LP 2008, conflicts with or will result in a breach of any of the terms, conditions or provisions of, or constitutes a default under, the constating documentation of any of OFN LP 2008 or OFN 2008 General Partner, including the OFN LP 2008 Partnership Agreement, the OFN 2008 Shareholders’ Agreement, or any other agreement or instrument to which either of them is a party or by which either of them is bound.
    3. Representations and Warranties By the Province

      The Province represents and warrants to OFN LP and OFN LP 2008, and acknowledges that OFN LP and OFN LP 2008 are relying on such representations and warranties in entering into this Agreement, that the Province has all necessary capacity, power and authority to enter into and to carry out the provisions of this Agreement and this Agreement has been duly authorized, executed and delivered by the Province and constitutes a legal, valid and binding obligation enforceable against the Province in accordance with the terms of this Agreement, subject to the Financial Administration Act, the availability of equitable remedies in favour of the Crown, the limited availability of equitable remedies against the Crown, the Proceedings Against the Crown Act (Ontario) and the limitations with respect to the enforcement of remedies against sovereign entities and their agencies, including the qualifications that a court of Ontario may not, against the Province, grant an injunction, make an order for specific performance, make an order for recovery or delivery of real or personal property or issue execution or attachment or process in the nature thereof other than garnishment in limited circumstances.

    4. Representations and Warranties By OLG

      OLG represents and warrants to OFN LP and OFN LP 2008 as follows and acknowledges that OFN LP and OFN LP 2008 are relying on such representations and warranties in entering into this Agreement:

      1. OLG is a Crown agency duly established and organized under the laws of the Province of Ontario.
      2. OLG has all necessary capacity, power and authority to enter into and to carry out the provisions of this Agreement and this Agreement has been duly authorized, executed and delivered by OLG and constitutes a legal, valid and binding obligation enforceable against OLG in accordance with the terms of this Agreement, subject to the availability of equitable remedies and the Proceedings Against the Crown Act (Ontario), including the qualifications that a court of Ontario may not, against the Province, grant an injunction, make an order for specific performance, make an order for recovery or delivery of real or personal property or issue execution or attachment or process in the nature thereof other than garnishment in limited circumstances.
      3. Neither the execution and delivery of this Agreement nor the performance of or compliance with the terms and conditions of this Agreement by OLG will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the constating documentation of OLG , including the OLG Act and the regulations thereunder.
    5. OFN LP and OFN LP 2008 Not to Take Actions

      Subject to section 10.10, each of OFN LP , OFN LP 2008, the Province and OLG covenants that it shall not, from and after the Effective Date, do any things or take any actions as may cause the representations and warranties of such party in this Agreement to become untrue or incorrect from and after the Effective Date.

    6. Survival of Representations and Warranties

      The representations and warranties of each of OFN LP , OFN LP 2008, the Province and OLG contained in this Article 7 shall survive the Closing and the expiration of each of the Initial Term and the Renewal Term and the termination of this Agreement, without time limit.

Article 8

Term And Default

    1. Initial Term

      The initial term (the “Initial Term”) of this Agreement shall commence upon the Effective Date and shall include all days up to but not including the date that is the 20th anniversary of the Effective Date, unless terminated earlier.

    2. Renewal Term

      Commencing on the date that is one year prior to the commencement date of the Renewal Term, OFN LP 2008 and the Province shall negotiate in good faith what amendments, if any, should be made to this Agreement (as may have been amended from time to time during the Initial Term) for the Renewal Term. If OFN LP 2008 and the Province cannot agree on what amendments, if any, should be made to this Agreement for the Renewal Term, then this Agreement shall continue in force and effect, unamended, during the Renewal Term, unless terminated earlier.

    3. Mutual Intention of the Province and First Nations in Ontario

      Provided that the Province is actively involved, directly or indirectly, in conducting and managing Lottery Schemes at the time, and such involvement generates revenues for the final account of the Province or Agents of the Province, the Province and OFN LP 2008 agree that they shall, no later than 18 months prior to the end of the Renewal Term, negotiate in good faith a new gaming financial arrangement taking into account the circumstances in the gaming market in Ontario at that time and other relevant circumstances.

    4. Events of Default by OFN LP

      Each of the following will constitute an Event of Default by OFN LP (each, an “OFN LP Event of Default”):

      1. OFN LP fails to perform or comply with any of its covenants, obligations or agreements set forth in this Agreement and such failure is not remedied within 60 days after receipt by OFN LP of written notice of such failure from the Province or OLG provided that, in the event that such failure is capable of being remedied but is not capable of being remedied within such 60 day period, then such period shall be extended for a period not to exceed 180 days from the date OFN LP receives written notice of such failure as may be required in order to permit OFN LP to remedy such failure and so long as OFN LP is diligently acting to remedy such failure during such 180 day period.
      2. Any representation and warranty made by OFN LP in this Agreement is not true or correct in any material respect when made or ceases to remain true and correct and is not made true or correct in all material respects within 60 days after receipt by OFN LP of written notice of such fact from the Province or OLG provided that, if such representation and warranty is capable of being made true and correct in all material respects but is not capable of being made true and correct within such 60 day period, then such period shall be extended for a period not to exceed 180 days from the date OFN LP receives written notice of such fact as may be required in order to permit OFN LP to correct such breach and so long as OFN LP is diligently acting to correct such breach during such 180 day period.
    5. Events of Default by OFN LP 2008

      Each of the following will constitute an Event of Default by OFN LP 2008 (each, an “OFN LP 2008 Event of Default”):

      1. OFN LP 2008 fails to perform or comply with any of its covenants, obligations or agreements set forth in this Agreement or any of the corresponding provisions in the OFN LP 2008 Partnership Agreement and such failure is not remedied within 60 days after receipt by OFN LP 2008 of written notice of such failure from the Province or OLG provided that, in the event that such failure is capable of being remedied but is not capable of being remedied within such 60 day period, then such period shall be extended for a period not to exceed 180 days from the date OFN LP 2008 receives written notice of such failure as may be required in order to permit OFN LP 2008 to remedy such failure and so long as OFN LP 2008 is diligently acting to remedy such failure during such 180 day period.
      2. Any representation and warranty made by OFN LP 2008 in this Agreement is not true or correct in any material respect when made or ceases to remain true and correct and is not made true or correct in all material respects within 60 days after receipt by OFN LP 2008 of written notice of such fact from the Province or OLG provided that, if such representation and warranty is capable of being made true and correct in all material respects but is not capable of being made true and correct within such 60 day period, then such period shall be extended for a period not to exceed 180 days from the date OFN LP 2008 receives written notice of such fact as may be required in order to permit OFN LP 2008 to correct such breach and so long as OFN LP 2008 is diligently acting to correct such breach during such 180 day period.
      3. OFN LP 2008 conducts, manages or participates directly or indirectly in any manner whatsoever in, including as legal, beneficial or equity owner of, or as financer or as operator of or supplier to, the ownership, establishment, maintenance or operation of any facility, scheme or business entity or relationship for the purposes of carrying on, or that is carrying on, Casino Gaming in the Province of Ontario, other than pursuant to and in accordance with Applicable Laws.
    6. Casino Gaming Default of OFN LP 2008 Limited Partners

      The OFN LP 2008 Partnership Agreement shall include a provision corresponding to this section 8.6 to the effect, and each OFN LP 2008 Limited Partner shall acknowledge in the OFN LP 2008 Partnership Agreement that they are bound by such provision by becoming an OFN LP 2008 Limited Partner, that in the event that any OFN LP 2008 Limited Partner:

      1. conducts, manages or participates directly or indirectly in any manner whatsoever in, including as legal, beneficial or equity owner of, or as financer or operator of or supplier to, the ownership, establishment, maintenance or operation of any facility, scheme or business entity or relationship established for the purposes of carrying on, or that is carrying on, Casino Gaming in the Province of Ontario other than pursuant to and in accordance with Applicable Laws; or
      2. authorizes, permits or acquiesces to the carrying on by any Person of Casino Gaming on a reserve or reserves of that OFN LP 2008 Limited Partner in the Province of Ontario, other than pursuant to and in accordance with Applicable Laws,

        then such OFN LP 2008 Limited Partner shall be in default of this Agreement and the OFN LP 2008 Limited Partnership Agreement and the suspension and forfeiture provisions of section 9.5 of this Agreement shall apply to such OFN LP 2008 Limited Partner and the Limited Partners Distribution of such OFN LP 2008 Limited Partner.

    7. Events of Default by the Province

      Each of the following will constitute an Event of Default by the Province (each, a “Province Event of Default”):

      1. The Province fails to make any payment, or cause any payment to be made, when due as required under this Agreement, if such failure is not remedied within ten Business Days after receipt by the Province of written notice of such failure from OFN LP or OFN LP 2008.
      2. The Province fails to perform any of its covenants or obligations set forth in this Agreement (except as referred to in section 8.7(a)) and such failure is not remedied within 60 days after receipt by the Province of written notice of such failure from OFN LP or OFN LP 2008, provided that, in the event that such failure is capable of being remedied but is not capable of being remedied within such 60 day period, then such period shall be extended for a period not to exceed 180 days from the date the Province receives written notice of such failure as may be required in order to permit the Province to remedy such failure and so long as the Province is diligently acting to remedy such failure during such 180 day period.
      3. Any representation and warranty made by the Province in this Agreement is not true or correct in any material respect when made or ceases to remain true and correct and is not made true or correct in all material respects within 60 days after receipt by the Province of written notice of such fact from OFN LP or OFN LP 2008, provided that, if such representation and warranty is capable of being made true and correct in all material respects but is not capable of being made true and correct within such 60 day period, then such period shall be extended for a period not to exceed 180 days from the date the Province receives written notice of such fact as may be required in order to permit the Province to correct such breach and so long as the Province is diligently acting to correct such breach during such 180 day period.
    8. Events of Default by OLG

      Each of the following will constitute an Event of Default by OLG (each, an “OLG Event of Default”):

      1. Subject to section 10.8(b), OLG fails to perform any of its covenants or obligations set forth in this Agreement and such failure is not remedied within 60 days after receipt by OLG of written notice of such failure from OFN LP or OFN LP 2008, provided that, in the event that such failure is capable of being remedied but is not capable of being remedied within such 60 day period, then such period shall be extended for a period not to exceed 180 days from the date OLG receives written notice of such failure as may be required in order to permit OLG to remedy such failure and so long as OLG is diligently acting to remedy such failure during such 180 day period.
      2. Any representation and warranty made by OLG in this Agreement is not true or correct in any material respect when made or ceases to remain true and correct and is not made true or correct in all material respects within 60 days after receipt by OLG of written notice of such fact from OFN LP or OFN LP 2008, provided that, if such representation and warranty is capable of being made true and correct in all material respects but is not capable of being made true and correct within such 60 day period, then such period shall be extended for a period not to exceed 180 days from the date OLG receives written notice of such fact as may be required in order to permit OLG to correct such breach and so long as OLG is diligently acting to correct such breach during such 180 day period.
    9. Joint Responsibility of Province and OFN LP 2008

      The Province and OFN LP 2008 acknowledge that they will endeavor to work together co-operatively within their respective spheres of responsibility to address to the extent possible the actions of an OFN LP 2008 Limited Partner described in section 8.6 (a) or (b) and, to the extent possible, to share information with each other to address such actions.

    10. Remedies

      Upon the occurrence of an Event of Default, a non-defaulting party’s remedies shall be those provided in this Agreement or, subject to the terms of this Agreement, including Article 9, as otherwise may be available to such non-defaulting party under Applicable Laws.

Article 9

Dispute Resolution

    1. Notice of Dispute

      In the event any dispute, claim, difference or question (a “Dispute”) arises among any of the parties concerning the construction, meaning, effect, implementation of or compliance with Article 2 (save and except for any dispute arising out of or in connection with the provisions of section 2.5), Article 4, Article 5 or Article 8 (save and except for any dispute arising out of or in connection with the provisions of sections 8.2 or 8.3) of this Agreement and a party wishes to resolve such matter, then such party shall provide notice to the other parties of same. The parties receiving such notice shall have a reasonable period of time to consider and, if it believes fit, address the matter or discuss the concern with the party giving the notice, such period not to exceed 45 days. If the matter is addressed to the reasonable satisfaction of the party giving the notice within such 45 day period, the Dispute shall be deemed to be resolved and shall not be the basis for further remedies or termination of this Agreement under sections 9.5 or 9.6.

    2. Dispute Resolution

      In the event that an acceptable resolution of the Dispute is not achieved pursuant to section 9.1 and the party giving notice wishes to resolve the matter, then the matter shall be referred for determination in accordance with Schedule 9.2, which sets out the sole and exclusive procedure for the resolution of such Disputes. The award of any arbitration shall be appealable by the parties to the appropriate Ontario court on questions of law, or questions of mixed fact and law, including, without limitation, matters of process and procedure. The Arbitrators, as part of their award, may award costs of the arbitration, in their discretion, having regard to the success achieved, the good faith of the parties, the encouragement of good faith discussions to resolve matters and other relevant factors.

    3. Remedy

      In the event that any party does not comply with any final decision of the Arbitrators, then the other party or parties hereto may in its or their discretion take such steps as are reasonably necessary and proportionate to enforce the decision of the Arbitrators in accordance with Applicable Laws.

    4. Expedited Procedure for Suspension of Limited Partner Distributions
      1. Notwithstanding sections 9.1 and 9.2, in the event the Joint Appointee does not receive one or more of the financial statements required to be provided to OFN LP 2008 pursuant to section 5.1 within the time specified in such section, the provisions of sections 9.4(b) through 9.4(d) shall apply. For the purposes of this section 9.4, an OFN LP 2008 Limited Partner shall have failed to deliver a report and the Joint Appointee shall not have received same, if, within the permitted time frame, such OFN LP 2008 Limited Partner:
        1. fails to respond to the requirement for a report;
        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; or
        3. delivers a report that contains a qualified review by the auditors of the OFN LP 2008 Limited Partner and the qualification relates to the Limited Partner Distributions received by the OFN LP 2008 Limited Partner unless the Province, for such period specified by the Province, agrees in writing that this requirement does not apply.
      2. The Joint Appointee shall provide notice to OFN LP 2008 and the Province regarding any non-compliance by any OFN LP 2008 Limited Partner with the reporting obligations contemplated in section 5.1 forthwith, but no later than 30 days after the Joint Appointee has determined that such non-compliance has occurred. OFN LP 2008 shall forthwith, but no later than 30 days after receiving notice from the Joint Appointee, attempt to obtain the financial statements contemplated by section 5.1 from the OFN LP 2008 Limited Partner which is in non-compliance with the obligations set out in such section. In the event OFN LP 2008 obtains the financial statements within such 30-day period, OFN LP 2008 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 5.2.
      3. In the event OFN LP 2008 does not obtain the financial statements within the 30-day period contemplated in section 9.4(b), OFN LP 2008, the Province and the Joint Appointee shall consult in good faith to discuss the non-compliance of such OFN LP 2008 Limited Partner with the obligations set out in section 5.1 and possible remedial action which could take place to address it. Such consultation shall be completed within 30 days of the last day of the 30 day period contemplated in section 9.4(b).
      4. Unless OFN LP 2008 and the Province otherwise agree, where the Joint Appointee has not received the financial statements of the OFN LP 2008 Limited Partner by the expiry date of the time period set out in section 9.4(c), OFN LP 2008 shall forthwith suspend any distributions to such OFN LP 2008 Limited Partner to be made pursuant to the OFN LP 2008 Partnership Agreement. Such suspension shall continue in effect until such time as the Joint Appointee provides notice to OFN LP 2008 and the Province that the financial statements required to be provided pursuant to section 5.1 hereof have in fact been provided or such earlier time as the Province in its discretion may determine.
      5. Without limiting the obligations of OFN LP 2008 to suspend distributions in accordance with the terms of section 9.4(d), the parties agree that notwithstanding that such suspension of distributions pursuant to section 9.4(d) may have occurred and may remain in effect, such suspension of distributions pursuant to section 9.4(d) is without prejudice to the right of OFN LP 2008 to submit the question of whether or not an OFN LP 2008 Limited Partner has failed to comply with the reporting obligations contemplated by section 5.1 to the dispute resolution process under sections 9.1 and 9.2.
    5. Suspension and Forfeiture of Payments
      1. Following a decision of the Arbitrators that (i) any of the Limited Partner Distributions is not being applied by an OFN LP 2008 Limited Partner for the Approved Purposes and otherwise in compliance with section 4.2, or (ii) that an OFN LP 2008 Limited Partner is in breach of or not in compliance with the provisions of section 5.1 or has acted in a manner described in sections 8.6(a) or (b) of this Agreement (and the corresponding provisions in the OFN LP 2008 Partnership Agreement), then the Province shall be entitled to require the Arbitrators to, and the Arbitrators shall, direct OFN LP 2008 to forthwith suspend any distributions to such OFN LP 2008 Limited Partner pursuant to the OFN LP 2008 Partnership Agreement on such terms and for such time as the Province in its discretion may determine. Following a decision of the Arbitrators that OFN LP 2008 is in breach of or not in compliance with the provisions of either of sections 5.2 or 8.5(c) of this Agreement, then the Province shall be entitled to suspend any payments payable to OFN LP 2008 pursuant to Article 2 of this Agreement, on such terms and for such time as the Province in its discretion may determine.
      2. In the event of a suspension of distributions to an OFN LP 2008 Limited Partner pursuant to section 9.4(d) or 9.5(a): (i) upon such OFN LP 2008 Limited Partner correcting its breach or failure to comply, such OFN LP 2008 Limited Partner shall be entitled to receive its suspended distributions from OFN LP 2008 and shall again be entitled to receive regular distributions from OFN LP 2008 pursuant to section 4.2, provided that; (ii) if, after the date that is 180 days from and after the date that the Arbitrators directed OFN LP 2008 to suspend distributions to such OFN LP 2008 Limited Partner pursuant to section 9.5(a) or the date that OFN LP 2008 suspended distributions to such OFN LP 2008 Limited Partner pursuant to section 9.4(d), as the case may be, such OFN LP 2008 Limited Partner has failed to remedy the breach or to comply with the provisions of section 4.2 or the reporting obligations of Article 5, then such OFN LP 2008 Limited Partner shall have forfeited its right to receive any suspended Limited Partner Distributions and any further Limited Partner Distributions and, subject to section 9.5(c) below, OFN LP 2008 shall be entitled to distribute to the remaining OFN LP 2008 Limited Partners that are not subject to a suspension or forfeiture of Limited Partner Distributions, the amount of such suspended Limited Partner Distributions and any further Limited Partner Distributions to which such OFN LP 2008 Limited Partner would be entitled pursuant to the terms of this Agreement and the OFN LP 2008 Partnership Agreement but for such forfeiture. Notwithstanding the foregoing, but subject to section 9.5(c) where a breach or failure to comply with any of the provisions referred to in section 9.4(d) or section 9.5(a) by an OFN LP 2008 Limited Partner cannot reasonably be corrected in respect of such breach or failure to comply, and without limiting the terms or application of this Section 9.5(b) in respect of such breach or failure to comply or in respect of any future breach or failure to comply, then OFN LP 2008, the OFN LP 2008 Limited Partner and the Province shall discuss a consequence other than forfeiture of Limited Partner Distributions should a forfeiture appear to such parties to be inappropriate given the nature of the breach or failure to comply.
      3. Notwithstanding the terms of section 9.5(b) if, in the event of a suspension of distributions to an OFN LP 2008 Limited Partner as a result of such OFN LP 2008 Limited Partner acting in a manner described in sections 8.6(a) or (b) (and the corresponding section of the OFN LP 2008 Partnership Agreement) (i) upon such OFN LP 2008 Limited Partner ceasing to act in a manner described in sections 8.6(a) or (b) such OFN LP 2008 Limited Partner shall be entitled to receive its suspended distributions from OFN LP 2008 and shall again be entitled to receive regular distributions from OFN LP 2008 pursuant to section 4.2, provided that; (ii) if, after the date that is 180 days from and after the date that the Arbitrators directed OFN LP 2008 to suspend distributions to such OFN LP 2008 Limited Partner pursuant to section 9.5(a) such OFN LP 2008 Limited Partner continues to act in a manner described in sections 8.6 (a) or (b) (and the corresponding section of the OFN LP 2008 Partnership Agreement), then such OFN LP 2008 Limited Partner shall have forfeited its right to receive the suspended Limited Partner Distributions and any further Limited Partner Distributions and OFN LP 2008 shall pay the amount of such suspended Limited Partner Distributions, and any further Limited Partner Distributions to which such OFN LP 2008 Limited Partner would be entitled pursuant to the terms of this Agreement and the OFN LP 2008 Partnership Agreement but for such forfeiture, into a segregated account maintained by the OFN LP 2008 with a major chartered bank in Canada which shall bear a competitive rate of interest. Any and all payments of any monies from such account, except for fees payable to the bank or payments required by Applicable Laws, shall be made either with the approval of the Province or in accordance with this Agreement. OFN LP 2008 shall distribute to the remaining OFN LP 2008 Limited Partners that are not subject to a suspension or forfeiture of Limited Partner Distributions, the amount of such suspended Limited Partner Distributions plus interest and any further Limited Partner Distributions to which such OFN LP 2008 Limited Partner would be entitled pursuant to the terms of this Agreement and the OFN LP 2008 Partnership Agreement but for such forfeiture. The approval of the Province for payments from such account shall not be unreasonably withheld and shall be provided where such payments are made in accordance with this Agreement and the OFN LP 2008 Partnership Agreement.
      4. Notwithstanding sections 9.5(b) and 9.5(c), if the decision of the Arbitrators described in section 9.5(a) is overturned on appeal, OFN LP 2008 may repay suspended or forfeited Limited Partner Distributions to the OFN LP 2008 Limited Partner affected by the decision, in such amount and pursuant to such timing as it deems appropriate given the suspension and forfeiture provisions in sections 9.4(d), 9.5(a), 9.5(b) and 9.5(c) and such OFN LP 2008 Limited Partner shall again be entitled to receive future Limited Partner Distributions pursuant to this Agreement and the OFN LP 2008 Partnership Agreement.
      5. In the event of a suspension of payments to OFN LP 2008 pursuant to section 9.5(a): (i) upon OFN LP 2008 correcting its failure to comply, OFN LP 2008 shall be entitled to receive its suspended payments and shall again be entitled to receive regular payments in accordance with Article 2, provided that; (ii) if, after the date that is 180 days from and after the date that the Province suspended pursuant to section 9.5(a) payments payable to OFN LP 2008 pursuant to Article 2 OFN LP 2008 has failed to remedy its breach or failure to comply with the provisions of section 8.5(c), then OFN LP 2008 shall have forfeited its right to receive the suspended payments and any further payments of the monies under this Agreement and the Province shall, during the remainder of the period up to but not including the date that is the 25th anniversary of the Effective Date, distribute the payments provided for in Article 2 of this Agreement directly to the First Nations in Ontario that are at that time entitled to receive Limited Partner Distributions, on a fair and reasonable basis and after good faith consultations with First Nations in Ontario. The terms of the distribution of such payments directly to the First Nations in Ontario by the Province shall be, to the extent reasonably possible, consistent with the payment, distribution, use and reporting terms of this Agreement and the OFN LP 2008 Partnership Agreement.
    6. Right to Terminate
      1. The Province may, by notice in writing provided on and subject to the terms and conditions contained in this section 9.6, terminate this Agreement in the event that there has been (i) an OFN LP Event of Default or (ii) an OFN LP 2008 Event of Default.
      2. The Province’s right to terminate this Agreement under this section 9.6 shall be subject to the Province having provided appropriate notices of such OFN LP Event of Default or OFN LP 2008 Event of Default in accordance with this Agreement, and any periods for addressing such non-compliance provided by this Agreement having expired without cure or compliance having been effected within such periods.
      3. The Province’s right to terminate this Agreement shall be subject to the following:
        1. the delivery of written notice to OFN LP 2008 to such effect; and
        2. if there is a Dispute and a party invokes the provisions of Article 9, completion of the procedures required by Article 9, including any appeals, with a final determination that an OFN LP Event of Default or an OFN LP 2008 Event of Default has occurred.

          For greater certainty, any questions of whether or not there has been non-compliance with any provision of the OFN LP 2008 Partnership Agreement for the purposes of this section 9.6 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 LP 2008 Limited Partnership Agreement.

      4. In the event that this Agreement is terminated pursuant to this section 9.6, the Province agrees that during the remainder of the Initial Term and the Renewal Term, the Province will distribute the payments provided for in Article 2 of this Agreement directly to the First Nations in Ontario that at the time of such termination are entitled to receive Limited Partner Distributions, on a fair and reasonable basis as the Province may determine after good faith consultations with such First Nations in Ontario. The terms of the distribution of such payments directly to such First Nations in Ontario by the Province shall be, to the extent reasonably possible, consistent with the payment, distribution, use and reporting terms of this Agreement and the OFN LP 2008 Partnership Agreement.
      5. The exercise by the Province of any of its rights pursuant to this Article 9 shall be without prejudice to the other rights and remedies of the Province under this Agreement or pursuant to Applicable Laws.

Article 10

General Matters

    1. Non-derogation
      1. Nothing expressed or implied in this Agreement shall be construed so as to affect in any manner the jurisdiction of the Province to conduct and manage, and to control, licence, administer and regulate in the Province of Ontario, the conduct and management of activities pursuant to section 207 of the Criminal Code.
      2. Nothing expressed or implied in this Agreement shall:
        1. oblige the Province or OLG or any other Agent of the Province to conduct and manage or to continue to conduct and manage or provide for the operation of any lottery scheme or any other activity or any facility, including any casinos;
        2. create any interest in favour of the First Nations in Ontario, OFN LP , OFN LP 2008, any OFN LP Limited Partner, any OFN LP 2008 Limited Partner or the Chiefs of Ontario in or to any Lottery Schemes or in or to any assets of the Province or of OLG or any other Agent of the Province, including any casinos, casino assets or other lottery or gaming related assets; or
        3. limit the right of the Province or OLG or any other Agent of the Province to conduct and manage activities under section 207 of the Criminal Code in their sole and absolute discretion in accordance with Applicable Laws.
      3. Nothing in this Agreement shall abrogate or derogate from the application and operation of Section 35 of the Constitution Act, 1982 to or in respect of aboriginal or treaty rights.
      4. Subject to the terms of section 6.2 of this Agreement and the Closing Agreement, nothing in this Agreement, including any of the payments required under this Agreement, shall adversely affect, diminish or derogate from any policy, program or statutory entitlement or benefit funded or provided by the Province to which any one or more OFN LP Limited Partner, OFN LP 2008 Limited Partner, or any member of an OFN LP Limited Partner or an OFN LP 2008 Limited Partner, was entitled at the Effective Date. For the purposes of this section 10.1(d), a policy, program or statutory entitlement or benefit is not adversely affected where a negative effect or reduction of expenditure is based primarily on reasons other than the receipt of funds under this Agreement or the OFN LP 2008 Partnership Agreement.
      5. Nothing contained in this Agreement shall:
        1. be deemed or construed or interpreted to constitute any form of business relationship or to constitute any party hereto a partner, joint venturer or any other form of business associate of the other;
        2. constitute any party hereto the agent or legal representative of any other party hereto;
        3. create any fiduciary or other similar relationship between any of the parties; or
        4. be deemed to constitute any kind of treaty or treaty relationship between the Province and First Nations in Ontario within the meaning of Section 35 of the Constitution Act, 1982.
    2. Agents of the Province

      The Province shall cause each Agent of the Province to comply with the terms of this Agreement as may be applicable to or binding upon such Agent of the Province. For greater certainty, and without limiting the generality of the foregoing, OLG acknowledges that it shall make such payments under this Agreement as the Province may direct it in writing.

    3. OFN LP 2008 Partnership Agreement Provisions to be Unamended
      1. OFN LP 2008 agrees that, except as may be consented to in writing by the Province, sections 1.11, 2.1, 2.2, 2.3, 2.4, 2.5, 2.7, 2.15, 3.3, 3.5, 4.4, 5.1, 5.2, 6.1, 6.3, 6.6, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 8.7, 9.1, 9.2, 9.3, 9.4, 9.5, 10.2, 10.3, 10.4, 11.18, 13.4, 14.1, 15.4, 17.8 and 17.9 the definitions of “Accruals”, “Approved Purposes”, “Business”, “Collective Use Monies”, “Expenses”, “Extraordinary Resolution”, “First Nation”, “Ordinary Resolution” and “Permitted Interim Investments” and Schedules 1.1C, 6.6 and 9.1 as well as defined terms included in such sections, definitions and Schedules, of the OFN LP 2008 Partnership Agreement, shall remain unamended for the term of this Agreement. Any amendment or deletion of any such provision without the written consent of the Province shall be void ab initio and of no force and effect.
      2. OFN LP and OFN LP 2008 acknowledge and agree that the OFN LP 2008 Partnership Agreement shall include a provision to the effect that in the event of any dispute, claim, difference or question between any of OFN LP 2008, any OFN LP 2008 Limited Partner and either of the Province or OLG as to whether any of OFN LP 2008 or any OFN LP 2008 Limited Partner has performed or is in compliance with the foregoing sections of the OFN LP 2008 Partnership Agreement and the corresponding provisions in this Agreement, or as to the construction, meaning, effect or implication of the OFN LP 2008 Partnership Agreement for the purposes of implementing or complying with this Agreement, such dispute, claim, difference or question 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 LP 2008 Partnership Agreement.
    4. Survival

      Neither the expiration of either of the Initial Term or the Renewal Term nor the termination of this Agreement shall affect, prejudice or excuse any rights, obligations or liabilities that exist or have accrued or arisen under this Agreement prior to or upon such expiration or termination, and such rights, obligations and liabilities shall survive such expiration or termination. Without limiting the generality of the foregoing, the provisions of sections 3.1, 4.5, 4.6, 6.2, 10.1, 10.3, 10.5, 10.8 and Article 9 shall survive the expiration of each of the Initial Term and the Renewal Term and the termination of this Agreement. termination of this Agreement.

    5. Confidentiality
      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 any 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 of this Agreement and the Formal Agreements (as defined in the Closing Agreement)) (collectively, the “Confidential Information”) was or is to be supplied in confidence, disclosure of which could reasonably be expected to result in undue loss to one or all of the parties. Accordingly, except as may be required by Applicable Laws or in connection with the resolution of a Dispute in accordance with Article 9 of this Agreement, or as may be required to be disclosed by OFN LP or OFN LP 2008 to the OFN LP Limited Partners or the OFN LP 2008 Limited Partners, respectively, each of which shall be bound by these provisions, 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 representatives, employees, advisors or 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 representatives, employees, advisors or consultants receiving Confidential Information shall be similarly bound by these provisions. Prior to disclosing any Confidential Information to its representatives, employees, advisors or consultants, and in the case of OFN LP and OFN LP 2008 to the OFN LP Limited Partners or to the OFN LP 2008 Limited Partners, a party hereto shall take reasonable precautions to ensure that such recipients are bound by confidentiality obligations substantially similar to those set out herein. Each of the parties receiving Confidential Information agrees to promptly advise any party that has disclosed such Confidential Information in the event that the recipient receives a request to disclose such Confidential Information, whether pursuant to this Agreement or otherwise.
    6. Notices

      Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication, if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the Business Day following the sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section 10.6. Notices and other communications shall be addressed as follows:

      1. if to the Province:

        Ministry of Aboriginal Affairs 720 Bay Street
        4th Floor
        Toronto ON M5G 2K1

        Telecopier: (416) 314-1165
        Attention: Deputy Minister

      2. if to OLG

        4120 Yonge Street
        Suite 420
        Toronto, Ontario
        M2P 2B8

        Telecopier: (416) 224-7000
        Attention: Chief Executive Officer

      3. if to OFN LP or OFN LP 2008:

        78 1st Line Road
        New Credit Commercial Plaza Suite 204
        RR #6
        Hagersville, Ontario Noa 1Ho

        Telecopier: (905) 768-7667
        Attention: General Manager

        Notwithstanding the foregoing, any notice or other communication required or permitted to be given by any party pursuant to or in connection with any dispute resolution procedures contained herein or in any Schedule hereto may only be delivered by hand.

    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 LP 2008 and by OLG if such matter affects OLG

    8. Limit of Liability

      Notwithstanding any other provisions of this Agreement:

      1. only the Province and not any Agent of the Province shall be liable for the payment of the amounts which the Province has agreed to pay pursuant to Article 2;
      2. OLG is only a party to this Agreement for the purposes of being bound by or performing its obligations and covenants under sections 2.2(c), 2.2(d), 2.2(f), 2.2(g), 2.3(a), 2.3(b), 2.3(d) 2.4(a), 2.4(c), 3.1, 6.1, 6.2, 7.4, 7.5, 7.6, 8.1, 8.8, 8.10 and Article 9 and Article 10 of this Agreement and receiving the rights, remedies and benefits under sections 3.1, 4.5, 6.1, 6.2, 7.1, 7.2, 7.5, 8.1, 8.4, 8.5, 8.8, 8.10 and Article 9 and Article 10 of this Agreement; and
      3. the maximum amount of any liability of the Province under this Agreement shall be limited to the amounts which the Province has agreed to pay pursuant to Article 2 of this Agreement and the maximum amount of any liability of OLG or any Agent of the Province under this Agreement shall be limited to the amounts the Province has directed OLG or such Agent of the Province to pay under this Agreement, and in no event shall OLG or any Agent of the Province or the Province be liable in respect of any matter arising out of or related to this Agreement for consequential or indirect damages or any non-compensatory monetary award.
    9. 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.

    10. Assignment
      1. Neither of OFN LP or OFN LP 2008 shall assign this Agreement or any of its rights or obligations under this Agreement, including by operation of law or by way of amalgamation, merger, reorganization, arrangement or any other direct or indirect manner, or mortgage, charge, pledge or grant any other interest in and to this Agreement or any of its rights or obligations under this Agreement, nor shall either of OFN LP or OFN LP 2008 respectively cause OFN General Partner or OFN 2008 General Partner or any other entity through which the First Nations in Ontario may, with the prior written consent of the Province, directly or indirectly implement the rights and obligations of OFN LP or OFN LP 2008 under this Agreement, to amalgamate, merge, reorganize or enter into any other similar arrangement or mortgage, charge, pledge or grant any other interest in and to this Agreement or any of its rights or obligations under this Agreement, without the prior written consent of the Province, which Province may withhold its consent in its absolute discretion. Any such purported assignment, amalgamation, merger, reorganization or other similar arrangement or any such purported mortgage, charge, pledge or grant of interest, made without the prior written consent of the Province, shall be void ab initio and of no force or effect.
      2. Each of OFN LP and OFN LP 2008 acknowledges and agrees that the Province may cause an internal reorganization of the Government of Ontario or Agents of the Province that may affect OLG and other Agents of the Province and may result in the assignment by OLG of its rights and obligations under this Agreement to another Agent of the Province or to the Province. The Province acknowledges that, notwithstanding any such internal reorganization of the Government of Ontario or any Agent of the Province, including OLG , Her Majesty the Queen in Right of the Province of Ontario and any Agent of the Province that replaces OLG , shall remain bound by the obligations and agreements and shall be entitled to the rights, remedies and benefits of the Province or OLG , as the case may be, under this Agreement.
    11. 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, 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.

    12. 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.

    13. Acknowledgement and Consent of OFN LP 2008 Limited Partners

      OFN LP 2008 agrees that it shall be a condition precedent for a distribution of funds to an OFN LP 2008 Limited Partner that such OFN LP 2008 Limited Partner executes and delivers to the Province the form of acknowledgement and consent set out in Schedule 10.13.

    14. Costs to the Parties

      Subject as otherwise expressly provided in this Agreement, each of the parties to this Agreement shall be responsible for the payment of their own costs and expenses related to negotiating, settling and implementing this Agreement including, without limitation, the costs and expenses of any legal, financial or other consultants retained or consulted by such party.

    15. Time of Essence

      Time is of the essence of this Agreement.

    16. Further Assurances

      Each of the parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

In Witness Whereof the parties hereto have executed this Agreement with effect as of the Effective Date.

Her Majesty The Queen In Right Of Ontario, as represented by The Minister Of Aboriginal Affairs

Ontario Lottery And Gaming Corporation

by:____________________

Name:
Title:

by:____________________

Name:
Title:

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

by:____________________

Name:
Title:

by:____________________

Name:
Title:

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

by:____________________

Name:
Title:

by:____________________

Name:
Title:

Schedule 1.1(Nn)

Gross Revenues

  1. For purposes of this Agreement, “Gross Revenues” means, in respect of an Agent of the Province (including OLG , the revenues of that Agent of the Province, before the deduction of promotional allowances, as reported in the Segmented Information notes in the notes to, or as otherwise reported in, the audited Consolidated Financial Statements of that Agent of the Province and generated from the following:
    1. lotteries, including on-line games, sports games, instant games and bingo gaming;
    2. slot machines and table games at casinos and racetracks; and
    3. non-gaming activities ancillary to the conduct and management of Lottery Schemes, including hotel, food, beverage and other services, including the retail value of accommodation, food and beverage services and other services provided to gaming patrons on a complimentary basis.

      Notwithstanding the foregoing and for greater certainty:

    4. Gross Revenues generated from lotteries, slot machines and table games and non-gaming activities as set out above shall, for the purposes of this Agreement, be determined in accordance with the OLG revenue recognition accounting practices and principles set out in section 2 of this Schedule 1.1(nn) notwithstanding any changes from and after the date of this Agreement in such accounting practices or principles by OLG or any other Agent of the Province, provided that if any particular accounting practice or principle is not addressed in section 2 of this Schedule 1.1(nn), that accounting practice or principle applied by OLG as at March 15, 2006 shall be used.
    5. Gross Revenues shall include any revenues generated from the conduct and management of any Lottery Scheme in existence as of March 15, 2006 and any Lottery Scheme which is a new product offering for the Province or any Agent of the Province (for the purposes of this Schedule 1.1(nn), a “New Lottery Scheme”) that comes into existence from and after March 15, 2006, which revenues generated from such New Lottery Scheme shall be determined in accordance with the accounting practices and principles applied to such New Lottery Scheme in the sole discretion of the Province, OLG or any other Agent of the Province, as the case may be, at the time such New Lottery Scheme comes into existence.
    6. Gross Revenues shall not include any revenues received by the Province, OLG or any other Agent of the Province from the conduct and management of the Lottery Scheme, including such conduct and management at any gaming facility if, and to the extent that, such revenues so received are not retained to the final account of the Province, OLG or any such other Agent of the Province.
  2. Revenue from lottery games, for which results are determined based on a draw, is recognized when the draw takes place. Revenue for future draws is deferred and recognized when the draw takes place. Revenue from instant games is recognized when the ticket is activated for play by the retailer. Revenue from sports wagering games and bingo gaming is recognized when the ticket is sold to the consumer. Tickets issued as a result of the redemption of free ticket prizes are not recorded as revenue.

    Gaming revenue from slot and table game operations represents the net win from gaming activities, which is the difference between amounts earned through gaming wagers less the payouts from those wagers.

    Non-gaming revenue includes revenue from hotel, food and beverage, entertainment centre and other services and is recognized at the time the services are rendered to patrons. This also includes the retail value of accommodations, food and beverage and other services provided to patrons on a complimentary basis.

Schedule 1.1(ppp)

OFN LP 2008 Limited Partnership Agreement

Schedule 1.1(Xxx)

Permitted Interim Investments

  1. Type of Investments. Subject to the conditions set forth below, “Permitted Interim Investments” means the following types of investments:
    1. bankers’ acceptances;
    2. bank certificates of deposit;
    3. commercial paper;
    4. medium term notes;
    5. bonds and notes issued or guaranteed by the federal Government of Canada or the provincial government of any of the provinces of Canada;
    6. corporate strip bonds;
    7. deposits at a deposit-taking institution; and
    8. other short-term securities.
  2. Excluded Investments. For greater certainty, Permitted Interim Investments do not include the following:
    1. shares, warrants or other equities;
    2. convertible debt securities;
    3. derivatives, swaps, options or futures;
    4. real property;
    5. mortgages, including guaranteed mortgages;
    6. gold certificates;
    7. physical commodities; or
    8. interests in loan syndications or loan participation.
  3. Liquidity. To qualify as a Permitted Interim Investment, an investment must not constitute an illiquid asset. For the purposes of this Schedule, an “illiquid asset” means a portfolio asset that cannot be readily disposed of through market facilities or readily redeemed by the issuer at the holder’s option.
  4. Term. To qualify as a Permitted Interim Investment, an investment must, at the date of its acquisition, have a remaining term to maturity of not greater than the lesser of (a) 366 days and (b) the balance of the Initial Term.
  5. Rating. The deemed rating (the “Rating”) of any Permitted Interim Investment, if applicable, must be at least “AA”, determined in accordance with the next following section.
  6. Determination of Rating. The Rating of any Permitted Interim Investment will be established, at the time of the acquisition of such Permitted Interim Investment, as:
    1. “AAA” if the Permitted Interim Investment has the following rating or higher from two generally recognized credit rating agencies:

      Short Term

      Cbrs

      A-1+
       

      Dbrs

      R-1 high
       

      Moody’s

      P-1
       

      S&P

      A-1+

      Long Term

      Cbrs

      A++ low (corporate)
       

      Cbrs

      AAA (government)
       

      Dbrs

      AAA
       

      Moody’s

      Aaa
       

      S&P

      AAA
    2. “AA” if the Permitted Interim Investment has the following rating or higher (but excluding Permitted Interim Investments rated “AAA”) from two generally recognized credit rating agencies:

      Short Term

      Cbrs

      A-1
       

      Dbrs

      R-1 middle/low
       

      Moody’s

      P-1
       

      S&P

      A-1+

      Long Term

      Cbrs

      A+ low (corporate)
       

      Cbrs

      AA (government)
       

      Dbrs

      AA
       

      Moody’s

      Aa3
       

      S&P

      AA-
  7. Credit Quality of Portfolio. Permitted Interim Investments will be limited to an aggregate market value limit, determined at the time of investment, based on the Rating of the Permitted Interim Investment as set out below:

    Rating of Permitted Investment: Minimum Percentage of Portfolio to be Comprised of Permitted Interim Investments Having that Rating

    Aaa: 50%

    Aa or Aaa: 100%

  8. Canadian Dollars. All Permitted Interim Investments acquired must be denominated in Canadian dollars.
  9. Investment Practices. An investment which otherwise qualifies as a Permitted Interim Investment will not constitute a Permitted Interim Investment if one or more of the following investment practices are engaged in connection with the acquisition or disposition of the Permitted Interim Investment:
    1. the borrowing of money;
    2. the purchase of a security that by its terms may require a contribution in addition to the payment of the purchase price;
    3. the purchase of securities other than through market facilities through which such securities are normally bought and sold, unless the purchase price approximates the prevailing market price or the parties are at arm’s length in connection with the transaction; or
    4. the engagement in the business of underwriting or marketing to the public.

Schedule 1.2

First Nations In Ontario

1 - Aamjiwnaang

2 - Alderville First Nation

3 - Algonquins of Pikwakanagan

4 - Animibiigoo Zaagi’igan Anishinaabek

5 - Anishinaabeg of Naongashiing

6 - Aroland First Nation

7 - Attawapiskat First Nation

8 - Aundeck Omni Kaning

9 - Bearskin Lake First Nation

10 - Beausoleil First Nation

11 - Beaverhouse First Nation

12 - Big Grassy First Nation

13 - Biinjitiwaabik Zaaging Anishinaabek

14 - Bingwi Neyaashi Anishinaabek

15 - Bkejwanong Territory

16 - Brunswick House First Nation

17 - Caldwell First Nation

18 - Cat Lake First Nation

19 - Chapleau Cree First Nation

20 - Chapleau Ojibway First Nation

21 - Chippewas of Georgina Island

22 - Chippewas of Kettle & Stony Point

23 - Chippewas of Nawash

24 - Chippewas of Saugeen

25 - Chippewas of the Thames

26 - Constance Lake First Nation

27 - Couchiching First Nation

28 - Curve Lake First Nation

29 - Deer Lake First Nation

30 - Delaware Nation

31 - Dokis First Nation

32 - Eabametoong First Nation

33 - Eagle Lake First Nation

34 - Flying Post First Nation

35 - Fort Albany First Nation

36 - Fort Severn First Nation

37 - Fort William First Nation

38 - Garden River First Nation

39 - Ginoogaming

40 - Grassy Narrows First Nation

41 - Henvey Inlet First Nation

42 - Hiawatha First Nation

43 - Hornepayne First Nation

44 - Iskatewizaagegan No. 39 Independent First Nation

45 - Kasabonika Lake First Nation

46 - Kashechewan First Nation

47 - Keewaywin First Nation

48 - Kiashke Zaaging Anishinaabek

49 - Kingfisher Lake First Nation

50 - Kitchenuhmaykoosib Inninuwug

51 - Koocheching First Nation

52 - Lac Des Mille Lacs First Nation

53 - Lac La Croix First Nation

54 - Lac Seul First Nation

55 - Long Lake # 58 First Nation

56 - Magnetawan First Nation

57 - Marten Falls First Nation

58 - Matachewan First Nation

59 - Mattagami First Nation

60 - McDowell Lake First Nation

61 - M’Chigeeng First Nation

62 - Michipicoten First Nation

63 - Mishkeegogamang

64 - Missanabie Cree First Nation

65 - Mississauga #8 First Nation

66 - Mississaugas of Scugog Island

67 - Mississaugas of the New Credit

68 - MoCreebec Council of the Cree Nation

69 - Mohawks of Akwesasne

70 - Mohawks of the Bay of Quinte

71 - Moose Cree First Nation

72 - Moose Deer Point First Nation

73 - Munsee Delaware Nation

74 - Muskrat Dam First Nation

75 - Naicatchewenin

76 - Namaygoosisagagun

77 - Naotkamegwanning Anishinabe

78 - Neskantaga First Nation

79 - Nibinamik First Nation

80 - Nicickousemenecaning

81 - Nipissing First Nation

82 - North Caribou Lake First Nation

83 - North Spirit Lake First Nation

84 - Northwest Angle No. 33 First Nation

85 - Northwest Angle No. 37 First Nation

86 - Obashkaandagaang

87 - Ochiichagwe’Babigo’ining

88 - Ojibways of Batchewana

89 - Ojibways of Onigaming

90 - Ojibways of Pic River

91 - Oneida Nation of the Thames

92 - Pays Plat First Nation

93 - Pic Mobert First Nation

94 - Pikangikum First Nation

95 - Poplar Hill First Nation

96 - Poplar Point First Nation

97 - Rainy River First Nation

98 - Red Rock Band

99 - Sachigo Lake First Nation

100 - Sagamok Anishnawbek First Nation

101 - Sandy Lake First Nation

102 - Saugeen First Nation

103 - Seine River First Nation

104 - Serpent River First Nation

105 - Shawanaga First Nation

106 - Sheguiandah First Nation

107 - Sheshegwaning First Nation

108 - Shoal Lake No. 40 First Nation

109 - Six Nations of the Grand River

110 - Slate Falls First Nation

111 - Stanjikoming First Nation

112 - Taykwa Tagamou Nation

113 - Temagami First Nation

114 - Thessalon First Nation

115 - Wabaseemoong Independent Nation

116 - Wabauskang First Nation

117 - Wabigoon First Nation

118 - Wahgoshig First Nation

119 - Wahnapitae First Nation

120 - Wahta Mohawks

121 - Wapekeka First Nation

122 - Wasauksing First Nation

123 - Wauzhushk Onigum Nation

124 - Wawakapewin

125 - Webequie First Nation

126 - Weenusk First Nation

127 - Whitefish Lake First Nation

128 - Whitefish River First Nation

129 - Whitesand First Nation

130 - Whitewater Lake First Nation

131 - Wikwemikong Unceded Indian Reserve

132 - Wunnumin Lake First Nation

133 – Zhiibaahaasing

Schedule 5.1

Form Of Limited Partner Report On Receipts And Disbursements

To: Ontario First Nations (2008) Limited Partnership

From: [Insert Name of Limited Partner]

RE: Audited Financial Statements and Expenses by Category

The undersigned confirms that it received from Ontario First Nations (2008) Limited Partnership distributions totaling $ for the fiscal year ending March 31,____________________.

  1. Community development: $____________________
  2. Health: $____________________
  3. Education: $____________________
  4. Economic development: $____________________
  5. Cultural development: $____________________
  6. [Expenses/Accruals/Permitted
    Interim Investments]: $____________________

We report, based on the financial statements attached hereto, that out of such funds the following amounts were, during the year so ended, expended on, as follows:

____________________
[Limited Partner]

____________________

Date:____________________

Auditors’ Report

To Ontario First Nations (2008) Limited Partnership

We have audited the attached financial schedule of receipts and disbursements of [insert name of OFN LP 2008 Limited Partner] for the year ended March 31, • prepared in accordance with the instructions dated • [insert date] issued by the Ontario First Nations (2008) Limited Partnership and as required under the Ontario First Nations 2008 Limited Partnership Limited Partnership Agreement and referred to in that Agreement as Schedule 9.1 “Form of Limited Partnership Report on Receipts and Disbursements”. The financial schedule is the responsibility of the [insert name of OFN LP 2008 Limited Partner] management. Our responsibility is to express an opinion on the financial schedule based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, the financial schedule presents fairly, in all material respects, the report on distributions and expenses of the [insert name of OFN LP 2008 Limited Partner] for the year ended March 31, • in accordance with Schedule 9.1 of the Limited Partnership Agreement of the Partnership.

[Chartered Accountants/or other Audit Certified Licensed Public Accountants]

Schedule 5.2

OFN LP 2008 Report To Province

To: Province Of Ontario

The undersigned confirms that it received from [ Ontario Lottery and Gaming Corporation ] payments totaling $ for the fiscal year ending March 31,____________________.

We received audited financial statements for the year end as contemplated by section 4.1 of the Gaming Revenue Sharing and Financial Agreement from each First Nation in Ontario which received distributions during the fiscal year then ended except for:

____________________.

____________________.

We report, based on the financial statements received, that out of such funds, the following amounts were, during the year so ended, expended on, as follows:

    1. Community development: $____________________
    2. Health: $____________________
    3. Education: $____________________
    4. Economic development: $____________________
    5. Cultural development: $____________________

Ontario First Nations (2008) Limited

Partnership by its general partner, New OFN LP General Partner Limited

____________________

Date: ____________________

Schedule 9.2

Dispute Resolution

Definitions
  1. In this Schedule 9.2:
    1. “Arbitrators” means the panel of three arbitrators appointed pursuant to paragraphs 6 and 7;
    2. “Chair” means the chair appointed pursuant to paragraph 7;
    3. “Claimant” means a Party that commences a dispute resolution pursuant to paragraph 4;
    4. “Disputes” has the meaning attributed to such term in section 9.1 of the Agreement;
    5. “Party” means a party to a Dispute;
    6. “paragraph” means a paragraph of this Schedule 9.2; and
    7. “Respondent” means a Party who is not the Claimant, and the term “Respondents” shall, where there is only one Respondent, refer to that Respondent.
General
  1. All Disputes which are to be determined according to the terms of this Schedule 9.2 pursuant to section 9.2 of the Agreement shall be arbitrated in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991, c. 17 (the “Arbitration Act”) except to the extent that those provisions are expressly modified by the provisions of the Agreement and this Schedule 9.2.
  2. No individual shall be appointed to arbitrate a Dispute pursuant to this Schedule 9.2 unless he or she agrees in writing to be bound by the provisions of this Schedule 9.2.
Commencement Of Dispute Resolution
  1. A Party may commence a dispute resolution as Claimant by delivering a written notice of arbitration (the “Notice of Arbitration”) to each of the Respondents.
  2. The Notice of Arbitration shall include in the text or in one or more attachments:
    1. the full names, descriptions and addresses of the Parties;
    2. a demand that the Dispute be referred to arbitration pursuant to this Schedule 9.2;
    3. a general description of the Dispute;
    4. the relief or remedy sought; and
    5. the name of the person the Claimant nominates as an arbitrator.
  3. The arbitrator nominated by the Claimant shall be independent of each Party and shall not be or have been in the employ of or on contract with the Claimant at any time and shall be qualified by education and experience to determine the subject matter of the Dispute. Such qualified arbitrator nominated by the Claimant shall be one of the panel of Arbitrators who will resolve the Dispute. Within 20 days of the date of receipt by the Respondent of the Notice of the Arbitration, the Respondents shall by notice to the Claimant, jointly appoint a second arbitrator to serve on the panel of Arbitrators who will resolve the Dispute, and the arbitrator nominated by the Respondents shall also be independent of each Party and shall not be or have been in the employ of or on contract with any respondent at any time and shall be qualified by education and experience to determine the subject matter of the Dispute.
  4. Within 10 days of the appointment of the second arbitrator by the Respondents, the appointees of the Claimant and Respondents shall, by notice to the Parties, appoint a third and final arbitrator to act as chair of the Arbitrators, failing which a chair shall be appointed by a judge of the Superior Court of Justice of Ontario on the application of any Party on notice to all the other Parties. Such chair shall be independent of each Party and shall not be or have been in the employ of or on contract with any Party at any time and shall be qualified by education and experience to determine the subject matter of the Dispute.
  5. Subject to the Arbitration Act, the Agreement and this Schedule 9.2, the Arbitrators may conduct the arbitration in such manner as the Arbitrators consider appropriate.
Pleadings
  1. The following shall apply to the arbitration of any Dispute:
    1. within 10 days of the appointment of the three Arbitrators, the Claimant shall deliver to all the Respondents and the Arbitrators a written statement (the “Statement”) concerning the Dispute setting forth, with particularity, the Claimant’s position with respect to the Dispute and the material facts upon which the Claimant intends to rely;
    2. within 15 days after the delivery of the Statement, each Respondent shall deliver to the Claimant and the Arbitrators a written response (an “Answer”) to the Statement setting forth, with particularity, the Respondent’s position on the Dispute and the material facts upon which the Respondent intends to rely;
    3. if any Respondent fails to deliver an Answer within the time limit in paragraph 9 (b), that Respondent shall be deemed to have waived any right to provide an Answer to the Statement and the arbitration may continue without further notice to that Respondent;
    4. within 10 days after the earlier of: (i) the day all Answers have been delivered, and (ii) the 15th day referred to in paragraph 9(b), the Claimant may deliver to all the Respondents and the Arbitrators a written reply (a “Reply”) to the Answer of each Respondent, setting forth, with particularity, the Claimant’s response, if any, to the Answer;
    5. within the time limit in paragraph 9(b), a Respondent may also deliver to the Claimant, each other Respondent and the Arbitrators a counter-statement (a “Counter-Statement”) setting forth, with particularity, any additional Dispute for the Arbitrators to decide. Within 15 days of the delivery of a Counter-Statement, the Claimant shall deliver to each Respondent and the Arbitrators an Answer to the Counter-Statement. If the Claimant fails to deliver an Answer to the Counter-Statement within such 15-day period, the Claimant shall be deemed to have waived any right to provide an Answer to the Counter-Statement. Within 10 days after the delivery of an Answer to the Counter-Statement, the Respondents may deliver to the Claimant and the Arbitrators a Reply to such Answer. Any Dispute submitted to arbitration in accordance with this paragraph 9(e) shall be governed by, and dealt with as if it were the subject of a Statement in accordance with, this Schedule 9.2, except that it shall be decided by the Arbitrators already appointed, and shall be determined by the Arbitrators accordingly; and
    6. the time limits referred to in paragraphs 9(a) to 9(f) may be extended by the Chair for such period not to exceed an aggregate of 30 days for such reasons as the Arbitrators in the Arbitrators’ discretion may determine upon application in writing made to the Arbitrators by the Claimant or any Respondent on notice to each other Party to the arbitration, either before or within five days after the expiry of the relevant time limits and, in the event that the other Party or Parties wishes to oppose the application, the other Party or Parties shall be given an opportunity to make submissions on the application.

The Parties to the Agreement have set the time limits in this paragraph 9 after due consideration of the amount of time necessary to complete each step and it is their express desire that no extension of any time limit shall be granted except in extraordinary circumstances, the onus for the proof of the existence of which lies on the Party seeking an extension.

Case Conferences
  1. Within 10 days of the appointment of the three Arbitrators, the Chair shall convene a case conference for the determination of any preliminary or interlocutory matter or to provide for planning and scheduling of the arbitration or to determine the timing or desirability of expert reports.
  2. Issues to be determined at the first case conference after the completion of the steps contemplated by paragraph 9 or the expiry of the time limit for any mandatory step not taken by such time shall include the following:
    1. any request for an adjournment of the case conference and the terms, if any, of any adjournment;
    2. the identification and narrowing of the issues in the arbitration;
    3. the desirability of the Parties engaging in further settlement negotiations or some other dispute resolution process, with or without the assistance of a mediator;
    4. fixing a date, time and place for the Hearing (as defined in paragraph 12 of this Schedule 9.2);
    5. the manner of presentation of evidence at the Hearing; and
    6. a timetable for the disclosure by each Party to each other Party of the evidence in that Party’s possession, power, or control which is relevant to any issue in the Dispute.
The Hearing
  1. At the date, time and place fixed at a case conference or, if no case conference has been held, at a date, time and place fixed by the Chair within 60 days of the appointment of the Chair, the Arbitrators shall convene a hearing (the “Hearing”).
  2. Unless otherwise determined by the Chair, the presentation of a Party’s case at the Hearing shall include the delivery of a pre-hearing memorandum to the Arbitrators and to each other Party including the following elements:
    1. a statement of facts;
    2. a statement of each issue to be determined;
    3. a statement of the applicable law on which the Party relies;
    4. a statement of the relief requested including the basis for any damages claimed;
    5. a statement of the evidence to be presented including the name, capacity and expected evidence of each witness to be called, and an estimate of the time required for the witness’s direct testimony; and
    6. an appendix containing all sworn statements or transcripts or portions of transcripts on which the Party intends to rely at the Hearing.
  3. The pre-hearing memorandum of the Claimant shall be delivered not less than 20 days before the date of the Hearing. The pre-hearing memorandum of each Respondent shall be delivered not less than 10 days before the date of the Hearing.
  4. At the Hearing, the Arbitrators shall consider any evidence as would be admissible in a court of law and any other evidence the Arbitrators consider appropriate to determine the Dispute. Evidence may be presented in written or oral form as the Party presenting the evidence considers appropriate, provided that examinations in chief shall be in writing and that no written statement of any witness shall be accepted by the Arbitrators unless each other adverse Party has been given an opportunity at the Hearing to cross-examine the witness on the information contained in the written statement. The Arbitrators shall determine the applicability of any privilege or immunity and the admissibility, relevance, materiality and weight of any evidence offered.
  5. The Arbitrators shall have the right to exclude any witness from the Hearing during the testimony of any other witness.
  6. Despite sub-section 28(1) of the Arbitration Act, the Arbitrators shall not, without the written consent of all Parties, retain any expert.
Awards
  1. The Arbitrators may make preliminary, interim, interlocutory partial and final awards. Any award shall be considered to be validly made if it is approved by the majority of the Arbitrators. An award may grant any remedy or relief which the Arbitrators consider just and equitable and consistent with the intentions of the Parties under the Agreement. The Arbitrators shall state in the award whether or not the Arbitrators view the award as final or interim, for purposes of any judicial proceedings in connection with such award. Subject to section 39 of the Arbitration Act, the Arbitrators’ final award shall be made within 30 days of the conclusion of the Hearing.
  2. All awards for the payment of money shall include interest calculated in accordance with the terms of the Agreement.
  3. All awards shall be in writing and shall state reasons.
  4. The Arbitrators may apportion the costs of the arbitration, including the reasonable fees and disbursements of the Arbitrators and the legal costs and disbursements of the Parties, between or among the Parties in such manner as the Arbitrators consider reasonable. In determining the allocation of these costs, the Arbitrators shall invite submissions as to costs and may consider, among other things, the outcome of the dispute, any offer of settlement made by any Party during the course of the arbitration, the good faith of the Parties and the encouragement of and participation in good faith discussions to resolve the Dispute.
  5. Executed copies of all awards shall be delivered by the Arbitrators to the Parties as soon as is reasonably possible.
  6. Any appeal brought by the parties from an award of the Arbitrators as provided in Article 9.2 hereof shall be commenced within 30 days after receipt by the parties of the award in question and shall be processed in accordance with the applicable rules as set out in Ontario’s Rules of Civil Procedure.
  7. Once an award is not subject to any right of appeal, the Parties shall undertake to satisfy it without delay.
Additional Matters
  1. All case conferences and Hearings shall be conducted in Toronto, Ontario in the English language.
  2. All notices or other communications required or permitted to be given under this schedule to a Party shall be given in the manner specified in section 10.6 of the Agreement. All notices or other communications and all other documents required or permitted by this schedule 9.2 to be given by the Parties to the Arbitrators shall be given in accordance with the Arbitrators’ instructions.

Schedule 10.13

Acknowledgement And Consent

To: Province Of Ontario

And To: Ontario First Nations Limited Partnership (“OFN LP ”)

And To: Ontario First Nations (2008) Limited Partnership (“OFN LP 2008”)

The undersigned, a Limited Partner under OFN LP and OFN LP 2008, hereby acknowledges that:

  1. It has received and reviewed the Gaming Revenue Sharing and Financial Agreement and the Closing Agreement, including the respective schedules thereto;
  2. OFN LP and OFN LP 2008 have fully and plainly explained to the undersigned, and afforded the undersigned a full and open opportunity to ask questions of OFN LP and OFN LP 2008 and their respective financial and legal advisors in respect of, the terms and conditions of, and the consequences of OFN LP and OFN LP 2008 executing and delivering, the Gaming Revenue Sharing and Financial Agreement and the Closing Agreement and completing and/or performing the matters contemplated therein and the undersigned fully understands the nature and effect of such documents and the completion and/or performance of such matters; and
  3. The undersigned hereby fully and freely consents, without influence or compulsion, to the execution and delivery of the Gaming Revenue Sharing and Financial Agreement and the Closing Agreement, and the completion and/or performance of the matters therein, by OFN LP and OFN LP 2008.

(141-G169)

Closing Agreement

February 19, 2008

Her Majesty The Queen In Right Of Ontario
- and -
Ontario Lottery And Gaming Corporation
-and -
Ontario First Nations Limited Partnership
-and -
Ontario First Nations (2008) Limited Partnership
- and -
Indian Associations Co-Ordinating Committee Of Ontario Inc.

Table Of Contents

Article 1 Interpretation 2

1.1 Definitions 2

1.2 First Nations in Ontario under Agreement 5

1.3 Schedules 5

1.4 Headings and Table of Contents 5

1.5 Statutes and Regulations 6

1.6 Gender and Number 6

1.7 Currency 6

1.8 Entire Agreement 6

1.9 Waiver, Amendment 7

1.10 Governing Law 7

Article 2 Conditions 7

2.1 Mutual Conditions 7

2.2 Conditions for the Benefit of the Province and OLG 9

2.3 Conditions for the Benefit of OFN LP , OFN LP 2008 and the Chiefs of Ontario 9

Article 3 Satisfaction Of Conditions And Closing 10

3.1 Satisfaction of Conditions 10

3.2 Deliveries on Pre-Closing Date 10

3.3 Deliveries on Closing Date 12

3.4 Escrow 13

3.5 Deliveries Post Closing 13

3.6 Discontinuance, With Prejudice, of the 20% Litigation 14

Article 4 Representations And Warranties 14

4.1 By OFN LP 14

4.2 By OFN LP 2008 15

4.3 By the Chiefs of Ontario 17

4.4 By the Province 17

4.5 By OLG 18

4.6 Investigations 19

4.7 Survival 19

Article 5 General Provisions 19

5.1 Non Derogation 19

5.2 Assignment 19

5.3 Notices 19

5.4 Time of Essence 21

5.5 Further Assurances 21

5.6 Counterparts 21

Schedule 1.1(b) - 20% Litigation Discontinuance Documentation

Schedule 1.1(l) - Mutual Release

Schedule 1.2 - First Nations in Ontario

Closing Agreement

This Agreement is made with effect as of the 19th day of February, 2008,

Among:

Her Majesty The Queen In Right Of Ontario as

represented by The Minister Of Aboriginal Affairs

(the “Province”)

-and –

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

Ontario Lottery and Gaming Corporation Act, 1999

(“OLG ”)

-and -

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

(“OFN LP ”)

-and -

Ontario First Nations (2008) Limited Partnership, a limited partnership formed under the laws of the Province of Ontario

(“OFN LP 2008”)

-and -

Indian Associations Co-Ordinating Committee Of Ontario Inc., a corporation

established pursuant to the Canada Corporations Act

(“Chiefs of Ontario”)

Recitals:

  1. The Province, OLG OFN LP , OFN LP 2008 and the Chiefs of Ontario wish to enter into the Formal Agreements; and
  2. The Province, OLG OFN LP , OFN LP 2008 and the Chiefs of Ontario have entered into this Closing Agreement to provide for the formal actions and conditions, and the timing and ordering of such formal actions and conditions, to be completed or satisfied in order for the Formal Agreements to be delivered and to come into full force and effect;

Now Therefore in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows:

Now Therefore in consideration of the mutual covenants and agreements contained in this Agreement and

(the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows:

Article 1

Interpretation

    1. Definitions

      In this Agreement and the recitals:

      1. “20% Litigation” means the legal action styled as Chiefs of Ontario, et al.-v-Her Majesty the Queen in Right of Ontario, et al (being Court File No. 98-CV-152417CM);
      2. “20% Litigation Discontinuance Documentation” means the Consent including the draft Order for discontinuance, in the form attached as Schedule 1.1(b);
      3. “Business Day” means any day which is not a Saturday, Sunday or a day observed as a statutory holiday in the Province of Ontario under the laws of the Province of Ontario or the federal laws of Canada applicable therein;
      4. “Chiefs In Assembly” means a duly and properly constituted general or special meeting of the duly elected Chiefs of the First Nations in Ontario;
      5. “Closing Agreement” means this Closing Agreement and all schedules attached to this Closing Agreement, in each case as they may be supplemented or amended from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement, and unless otherwise indicated, references to Articles and sections are to the specified Articles and sections in this Closing Agreement;
      6. “Closing Date” means February 19, 2008, being the date upon which the conditions set out in this Agreement in order for the Formal Agreements to come into full force and effect are required to be satisfied;
      7. “Closing Time” means 2:00 p.m. (Toronto time) on the Closing Date;
      8. “Consent” means the consent of the Chiefs of Ontario, OFN LP , the Province and OLG to (i) the discontinuance, with prejudice, of the 20% Litigation, and (ii) in the case of the Chiefs of Ontario and OFN LP , to the obtaining by the Province and OLG of an order discontinuing, with prejudice, the 20% Litigation as contemplated in section 3.6(b);
      9. “First Nations In Ontario” has the meaning attributed to that term in section 1.2;
      10. “Formal Agreements” means the Gaming Revenue Sharing and Financial Agreement, the Mutual Release, the Consent and this Closing Agreement;
      11. “Gaming Revenue Sharing And Financial Agreement” means the Gaming Revenue Sharing and Financial Agreement dated February 19, 2008 among the Province, OLG OFN LP and OFN LP 2008 as the same may be duly and properly amended, modified, supplemented or restated from time to time;
      12. “Mutual Release” means the release in favour of the Province and OLG by OFN LP and the Chiefs of Ontario of all claims related to the 20% Litigation and the release in favour of OFN LP and the Chiefs of Ontario by the Province and OLG of all claims related to the 20% Litigation, in the form attached as Schedule 1.1(l);
      13. “OFN General Partner” means Ontario First Nations General Partner Inc., the general partner of OFN LP , and includes any successor thereto resulting from any merger, arrangement, amalgamation or other reorganization of or including Ontario First Nations General Partner Inc., or any continuance under the laws of another jurisdiction;
      14. “OFN Shareholders’ Agreement” means the shareholders’ agreement among OFN General Partner and those First Nations in Ontario that are shareholders thereof, dated June 2, 2000, as the same may be duly and properly amended, modified, supplemented or restated from time to time.
      15. “OFN 2008 General Partner” means New OFN LP General Partner Limited, the general partner of OFN LP 2008, and includes any successor thereto resulting from any merger, arrangement, amalgamation or other reorganization of or including New OFN LP General Partner Limited , or any continuance under the laws of another jurisdiction;
      16. “OFN 2008 Shareholders’ Agreement” means the shareholders’ agreement among OFN 2008 General Partner and those First Nations in Ontario that are shareholders thereof, dated February 7, 2008, as the same may be duly and properly amended, modified, supplemented or restated from time to time;
      17. “OFN LP Limited Partner” means a First Nation in Ontario which is a limited partner of OFN LP ;
      18. “OFN LP Partnership Agreement” means the limited partnership agreement dated June 2, 2000 among the OFN LP Limited Partners and OFN General Partner, as the same may be duly and properly amended, modified, supplemented or restated from time to time;
      19. “OFN LP 2008 Limited Partner” means a First Nation in Ontario which is a limited partner of OFN LP 2008;
      20. “OFN LP 2008 Partnership Agreement” means the limited partnership agreement dated February 7, 2008 among OFN LP 2008 Limited Partners and OFN 2008 General Partner, as the same may be duly and properly amended, modified, supplemented or restated from time to time;
      21. “OLG Act” means the Ontario Lottery and Gaming Corporation Act, 1999 (Ontario);
      22. “Order” means an order granting leave to discontinue with prejudice, the 20% Litigation, substantially in the form of the draft order comprising part of the 20% Litigation Discontinuance Documentation;
      23. “Political Confederacy” means the board of directors of Indian Associations Co-Ordinating Committee of Ontario Inc.;
      24. “Pre-Closing Date” means the third Business Day preceding the Closing Date;
      25. “Pre-Closing Time” means 2:00 p.m. (Toronto time) on the Pre-Closing Date; and
      26. “Unsatisfied Condition” has the meaning attributed to that term in section 3.1.
    2. First Nations in Ontario under Agreement

      For the purposes of this Closing Agreement, First Nations in Ontario means those near bands or status bands set out in Schedule 1.2.

    3. Schedules

      The following are the schedules attached to this Closing Agreement:

      Schedule 1.1(b) – 20% Litigation Discontinuance Documentation

      Schedule 1.1(l) – Mutual Release

      Schedule 1.2 – First Nations in Ontario

    4. Headings and Table of Contents

      The inclusion of headings and a table of contents in this Closing Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

    5. Statutes and Regulations

      Any reference in this Closing Agreement to a statute or to a regulation or rule promulgated under a statute or to any provision of a statute, regulation or rule, shall be a reference to that statute, regulation, rule or provision as amended, re-enacted or replaced from time to time.

    6. Gender and Number

      In this Closing Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing gender include all genders or the neuter, and words importing the neuter include all genders.

    7. Currency

      Except as otherwise expressly provided in this Closing Agreement, all amounts in this Closing Agreement are stated and shall be paid in Canadian currency.

    8. Entire Agreement

      This Closing Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Closing Agreement. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Closing Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this Closing Agreement, or any amendment or supplement thereto, by any party to this Closing Agreement or its partners, directors, officers, employees or agents, to any other party to this Closing Agreement or its partners, directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Closing Agreement, and none of the parties to this Closing Agreement has been induced to enter into this Closing Agreement or any amendment or supplement by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there shall be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.

    9. Waiver, Amendment

      Except as expressly provided in this Closing Agreement, no amendment to or waiver of any provision of this Closing Agreement shall be binding unless executed in writing by each of the parties, in the case of an amendment, or by the waiving party, in the case of a waiver. No waiver of any provision of this Closing Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Closing Agreement constitute a continuing waiver unless otherwise expressly provided.

    10. Governing Law

      This Closing Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

Article 2

Conditions

    1. Mutual Conditions

      The execution and delivery by, and the performance of the obligations of, each party under the Formal Agreements to which it is a party are subject to the satisfaction of, or waiver of, at or prior to the Closing Time, each of the following conditions (each of which is acknowledged to be for the benefit of each of the parties):

      1. The Province shall have obtained all necessary internal approvals and authorizations of the Government of Ontario for the execution and delivery of, and the performance of its obligations pursuant to, those Formal Agreements to which the Province is a party;
      2. OLG shall have obtained the approval of its board of directors for the due execution and delivery of, and the performance of its obligations pursuant to, those Formal Agreements to which OLG is a party;
      3. OFN LP shall have obtained the due authorization of the OFN LP Limited Partners, by an extraordinary resolution of the OFN LP Limited Partners duly passed in accordance with the terms of the OFN LP Partnership Agreement, for the due execution and delivery of, and the performance of its obligations under, each of those Formal Agreements to which OFN LP is a party;
      4. OFN LP 2008 shall have obtained the due authorization of at least two-thirds of the OFN LP 2008 Limited Partners in accordance with the terms of the OFN LP 2008 Partnership Agreement for the due execution and delivery of, and the performance of its obligations under, each of those Formal Agreements to which OFN LP 2008 is a party;
      5. OFN General Partner shall have obtained the approval of its board of directors for the due execution and delivery of, and the performance of its obligations under, those Formal Agreements to which OFN LP is a party;
      6. OFN 2008 General Partner shall have obtained the approval of its board of directors for the due execution and delivery of, and the performance of its obligations under, those Formal Agreements to which OFN LP 2008 is a party;
      7. The Chiefs of Ontario shall have obtained the due authorization of the Political Confederacy and of the Chiefs in Assembly for the due execution and delivery of, and the performance of its obligations under, those Formal Agreements to which the Chiefs of Ontario is a party;
      8. Each of the Formal Agreements shall have been duly executed and delivered by each of the parties thereto;
      9. OFN LP 2008 and OFN 2008 General Partner shall have been duly and properly established, constituted and organized under the laws of the Province of Ontario by OFN LP and Ontario first nations, on terms approved as to form and substance by the Province and its counsel; and
      10. Any amendments to the OLG Act necessary to implement the Formal Agreements shall have been passed and shall be in full force and effect.
    2. Conditions for the Benefit of the Province and OLG

      The execution and delivery by, and the performance of the obligations of, the Province and OLG under the Formal Agreements to which they are a party are subject to the satisfaction of, or waiver of, at or prior to the Closing Time, each of the following conditions:

      1. all representations and warranties of each of OFN LP , OFN LP 2008 and the Chiefs of Ontario in this Closing Agreement and any of the Formal Agreements to which they are a party be true and correct as at Closing Time;
      2. each of OFN LP , OFN LP 2008 and the Chiefs of Ontario shall have duly executed and delivered the documents required to be delivered by OFN LP , OFN LP 2008 and the Chiefs of Ontario, respectively, under sections 3.2 and 3.3; and
      3. At lease two-thirds of the OFN LP Limited Partners shall at the Closing Time be OFN LP 2008 Limited Partners.
    3. Conditions for the Benefit of OFN LP , OFN LP 2008 and the Chiefs of Ontario

      The execution and delivery by, and the performance of the obligations of, OFN LP , OFN LP 2008 and the Chiefs of Ontario under the Formal Agreements to which they are a party are subject to the satisfaction of, or waiver of, at or prior to the Closing Time, each of the following conditions:

      1. all representations and warranties of each of the Province and OLG in this Closing Agreement and any of the Formal Agreements to which they are a party be true and correct as at Closing;
      2. Each of the Province and OLG shall have duly executed and delivered the documents required to be delivered by the Province and OLG , respectively, under sections 3.2 and 3.3; and
      3. OFN LP 2008 shall have received confirmation from the bank identified in the written notification as required by section 2.1(b) of the Gaming Revenue Sharing and Financial Agreement that the bank has received a transfer for credit to the account identified in such notification in the amount specified in section 2.1 of the Gaming Revenue Sharing and Financial Agreement.

Article 3

Satisfaction Of Conditions And Closing

    1. Satisfaction of Conditions
      1. In the event any condition set forth in section 2.1, 2.2 or 2.3 is not satisfied or waived on or before the Closing Time (an “Unsatisfied Condition”), upon written notice by the party having benefit of the Unsatisfied Condition to the other parties, this Closing Agreement and, to the extent previously executed and delivered, the Formal Agreements shall be immediately deemed released from escrow and terminated, whereupon the parties hereto shall be released from all of their liabilities and obligations hereunder and thereunder. Each of the parties shall act in good faith in determining whether or not a condition in its favour has been satisfied.
      2. If by Closing Time, the party having the benefit of any condition has not given written notice to the parties required to satisfy such condition that such condition has been waived or satisfied, such condition shall be deemed not to have been waived or satisfied.
      3. If by the Closing Time, each party has satisfied all of the conditions required to be satisfied by it, or those conditions have otherwise been waived in its respect, and has confirmed satisfaction or waiver of the conditions to be satisfied by the other parties hereto, then effective as of the Closing Time, the obligations under the Formal Agreements shall be, and shall continue, in full force and effect.
    2. Deliveries on Pre-Closing Date

      Subject to the terms and conditions hereof, on the Pre-Closing Date and at or prior to the Pre-Closing Time, the following documents shall be delivered and made available for inspection by representatives of each party at the Toronto offices of Torys LLP, counsel for OFN LP 2008:

      1. Each party thereto shall deliver a copy of the Gaming Revenue Sharing and Financial Agreement duly executed by such party, for each of the parties thereto;
      2. OFN LP and OFN LP 2008 shall deliver to the Province and OLG
        1. the form of Acknowledgement and Consent appended to the Gaming Revenue Sharing and Financial Agreement as Schedule 10.13, duly executed by at least two-thirds of OFN LP Limited Partners as new OFN LP 2008 Limited Partners;
        2. a certificate of status current dated to the Business Day preceding the Pre-Closing Date for OFN General Partner and OFN 2008 General Partner;
        3. the certificates of senior officers of each of OFN LP and OFN LP 2008 respectively, dated as of the Pre-Closing Date, in form and substance reasonably satisfactory to the Province and OLG as to: (a) the constating documents of OFN LP and OFN LP 2008 and each of their general partners; (b) a resolution of the board of directors of the OFN General Partner and OFN 2008 General Partner authorizing the execution and delivery of the Formal Agreements to which they are a party and the performance of their/its obligations thereunder; and (c) incumbency of the officers and directors of the general partners of each of OFN General Partner and OFN 2008 General Partner and signatures of officers thereof executing the Formal Agreements; and
        4. written notification as required by section 2.1(b) of the Gaming Revenue Sharing and Financial Agreement of the account information of OFN LP 2008 at such major chartered bank in Canada, including the name of the account, the number of the account, the name, address and transit number of the bank maintaining the account and, if applicable, the same information for an intermediary bank, if such arrangements are used in respect of such wire-transfers;
      3. Chiefs of Ontario shall deliver to the Province and OLG
        1. a certificate of status for the Chiefs of Ontario current dated to the Business Day preceding the Pre-Closing Date; and
        2. the certificate of a senior officer of the Chiefs of Ontario, dated as of the Pre-Closing Date, in form and substance reasonably satisfactory to the Province and OLG , as to: (a) the constating documents of the Chiefs of Ontario; (b) a resolution of the board of directors of the Chiefs of Ontario authorizing the execution and delivery of the Formal Agreements to which it is a party and the performance of their/its obligations thereunder; and (c) incumbency of the officers and directors of the Chiefs of Ontario and signatures of the officers thereof executing the Formal Agreements.
    3. Deliveries on Closing Date

      Subject to the terms and conditions hereof, on the Closing Date and at or prior to the Closing Time, the following documents shall be delivered and made available for inspection at the Toronto offices of Torys LLP, counsel for OFN LP 2008:

      1. OFN LP , OFN LP 2008 and the Chiefs of Ontario shall deliver to each of the Province and OLG a certificate from a director or senior officer of OFN General Partner, OFN 2008 General Partner and the Political Confederacy, respectively, certifying that to the best of such director’s or senior officer’s knowledge, information and belief (after due inquiry) that as at the Closing Time all of the representations and warranties of OFN LP , OFN LP 2008 and the Chiefs of Ontario, respectively, are true and correct in all respects as if made at and as of the Closing Time and each of OFN LP , OFN LP 2008 and the Chiefs of Ontario, respectively, have observed or performed in all respects each of the obligations, covenants and agreements that it must observe or perform at or before the Closing Time pursuant to the terms of this Closing Agreement;
      2. each of the Province and OLG shall deliver to each of OFN LP , OFN LP 2008 and the Chiefs of Ontario a certificate from a senior officer of the Province or OLG , respectively, certifying that to the best of such senior officer’s knowledge, information and belief (after due inquiry) that as at the Closing Time all of the representations and warranties of the Province or OLG , respectively, are true and correct in all respects as if made at and as of the Closing Time and Province and OLG , respectively, have observed or performed in all respects each of the obligations, covenants and agreements that it must observe or perform at or before the Closing Time pursuant to the terms of this Closing Agreement;
      3. The Chiefs of Ontario, OFN LP , the Province and OLG shall each duly execute and deliver the 20% Litigation Discontinuance Documentation and the Mutual Release;
      4. A party waiving the performance for its benefit of any of the obligations of another party shall deliver a waiver in accordance with section 1.9; and
      5. Each party hereto shall deliver a copy of the Closing Agreement, duly executed by such party, for each of the parties hereto.
    4. Escrow

      All documents contemplated in sections 3.2 and 3.3 shall be considered to have been delivered simultaneously, shall be held by Torys LLP, counsel for OFN LP 2008, in escrow and shall not be considered to have been delivered until all such documents have been executed and delivered and all conditions in this Agreement have been satisfied or waived. Execution of the Closing Agreement shall be conclusive evidence that all documents have been released from escrow and that Closing has been completed at the Closing Time.

    5. Deliveries Post Closing

      Subject to the terms and conditions hereof, on the first Business Day following the Closing Date:

      1. OFN LP and OFN LP 2008 shall deliver to the Province and OLG a certificate of status current dated the Closing Date for OFN General Partner and OFN 2008 General Partner, and
      2. Chiefs of Ontario shall deliver to the Province and OLG a certificate of status for the Chiefs of Ontario current dated to the Closing Date.
    6. Discontinuance, With Prejudice, of the 20% Litigation
      1. The Chiefs of Ontario and OFN LP covenant that they shall as soon as practicable after Closing attend the Courts and use all reasonable efforts to obtain the Order, and deliver copies of the Order, forthwith upon issuance, to the Province and OLG
      2. If within 30 days after Closing the Chiefs of Ontario and OFN LP have failed to attend at the Courts and/or to obtain from the Courts the duly issued Order, then the Province and OLG shall be entitled to attend the Courts to obtain the Order in reliance upon the Consent, and shall be entitled to reimbursement by OFN LP of all reasonable legal costs incurred by the Province and OLG in attending and obtaining the Order.
      3. As soon as practicable after obtaining, or being provided by the Province or OLG with a copy of, the Order, the Chiefs of Ontario and OFN LP shall serve and file a notice of discontinuance of the 20% Litigation in accordance with the Order and the Rules of Civil Procedure.

Article 4

Representations And Warranties

    1. By OFN LP

      OFN LP and OFN General Partner, as general partner of OFN LP , represent and warrant to the Province and OLG as follows and acknowledge that the Province and OLG are relying on such representations and warranties in entering into this Closing Agreement and performing their respective obligations hereunder:

      1. OFN General Partner is a corporation duly incorporated and organized and validly existing under the laws of the Province of Ontario and is the general partner of OFN LP .
      2. The First Nations in Ontario that are shareholders of OFN General Partner own beneficially and directly all of the issued and outstanding shares of OFN General Partner.
      3. OFN LP is a limited partnership duly formed and validly existing under the laws of the Province of Ontario.
      4. The First Nations in Ontario that are limited partners of OFN LP own beneficially and legally all of the limited partnership units of OFN LP .
      5. Each of OFN LP and OFN General Partner has all necessary capacity, corporate and/or partnership power and authority to enter into and to carry out the provisions of this Closing Agreement, the Mutual Release and the Consent on its own behalf and on behalf of OFN LP and the OFN LP Limited Partners and this Closing Agreement, the Mutual Release and the Consent have been duly authorized, executed and delivered by OFN LP and constitute legal, valid and binding obligations enforceable against OFN LP , and against OFN General Partner as general partner of OFN LP , and against the OFN LP Limited Partners, in accordance with the terms of such Formal Agreements, subject to exceptions as to bankruptcy and the availability of equitable remedies.
      6. Neither the execution and delivery of this Closing Agreement, the Mutual Release and the Consent by OFN LP and OFN General Partner, nor the performance of or compliance with the terms and conditions of such Formal Agreements by OFN LP and OFN General Partner, conflict with or will result in a breach of any of the terms, conditions or provisions of, or constitutes a default under, the constating documentation of either of OFN General Partner or OFN LP , including the OFN LP Partnership Agreement, the OFN Shareholders’ Agreement, or any other agreement or instrument to which either of them is a party or by which either of them is bound.
    2. By OFN LP 2008

      OFN LP 2008 and OFN 2008 General Partner, as general partner of OFN LP 2008, represent and warrant to the Province and OLG as follows and acknowledge that the Province and OLG are relying on such representations and warranties in entering into and performing their obligations under this Closing Agreement:

      1. OFN 2008 General Partner is a corporation duly incorporated and organized and validly existing under the laws of the Province of Ontario and is the general partner of OFN LP 2008.
      2. The First Nations in Ontario that are shareholders of OFN 2008 General Partner own beneficially and directly all of the issued and outstanding shares of OFN 2008 General Partner.
      3. OFN LP 2008 is a limited partnership duly formed and validly existing under the laws of the Province of Ontario.
      4. The First Nations in Ontario that are Limited Partners of OFN LP 2008 own beneficially and directly all of the limited partnership units of OFN LP 2008.
      5. Each of OFN LP 2008 and OFN 2008 General Partner has all necessary capacity, corporate and/or partnership power and authority to enter into and to carry out the provisions of this Closing Agreement on its own behalf and on behalf of OFN LP 2008 and the OFN LP 2008 Limited Partners and this Closing Agreement has been duly authorized, executed and delivered by OFN LP 2008 and OFN 2008 General Partner on behalf of OFN LP 2008 and constitute legal, valid and binding obligations enforceable against OFN LP 2008, and against OFN 2008 General Partner as general partner of OFN LP 2008, and against the OFN LP 2008 Limited Partners, in accordance with the terms of such Formal Agreements, subject to exceptions as to bankruptcy and the availability of equitable remedies.
      6. Neither the execution and delivery of this Closing Agreement by OFN LP 2008 and OFN 2008 General Partner on behalf of OFN LP 2008, nor the performance of or compliance with the terms and conditions of such Formal Agreements by OFN LP 2008 and OFN 2008 General Partner on behalf of OFN LP 2008, conflicts with or will result in a breach of any of the terms, conditions or provisions of, or constitutes a default under, the constating documentation of either of OFN LP 2008 or OFN 2008 General Partner, including the OFN LP 2008 Partnership Agreement, the OFN 2008 Shareholders’ Agreement, or any other agreement or instrument to which either of them is a party or by which either of them is bound.
    3. By the Chiefs of Ontario

      The Chiefs of Ontario, represent and warrant to the Province and OLG as follows and acknowledge that the Province and OLG are relying on such representations and warranties in entering into and performing its obligations under this Closing Agreement:

      1. The Chiefs of Ontario is a not-for profit company incorporated under the federal laws of Canada by the First Nations in Ontario and Mnjikaning First Nation under the name “Indian Associations Co-Ordinating Committee of Ontario Inc.” and acts as secretariat on behalf of the Chiefs of the First Nations in Ontario;
      2. The Chiefs of Ontario is a corporation duly incorporated and organized and validly existing under the federal laws of Canada;
      3. The Chiefs of Ontario has all necessary capacity, corporate power and authority to enter into and to carry out the provisions of this Closing Agreement, the Mutual Release and the Consent on its own behalf and on behalf of the First Nations in Ontario and such Formal Agreements have been duly authorized, executed and delivered by the Chiefs of Ontario and constitute legal, valid and binding obligations enforceable against the Chiefs of Ontario in accordance with the terms of such Formal Agreements, subject to exceptions as to bankruptcy and the availability of equitable remedies; and
      4. Neither the execution and delivery of this Closing Agreement, the Mutual Release or the Consent by Chiefs of Ontario, or compliance with the terms and conditions of such Formal Agreements by Chiefs of Ontario, conflicts with or will result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the constating documentation of the Chiefs of Ontario or any other agreement or instrument to which it is a party or by which it is bound.
    4. By the Province

      The Province represents and warrants to OFN LP and OFN LP 2008 and the Chiefs of Ontario, and acknowledges that OFN LP and OFN LP 2008 are relying on such representations and warranties in entering into and performing their obligations under this Closing Agreement, that the Province has all necessary capacity, power and authority to enter into and to carry out the provisions of this Closing Agreement and the Mutual Release and such Formal Agreements have been duly authorized, executed and delivered by the Province and constitute legal, valid and binding obligations enforceable against the Province in accordance with the terms of such Formal Agreements, subject to the Financial Administration Act (Ontario), the availability of equitable remedies in favour of the Crown, the limited availability of equitable remedies against the Crown, the Proceedings Against the Crown Act (Ontario) and the limitations with respect to the enforcement of remedies against sovereign entities and their agencies, including the qualifications that a court of Ontario may not grant an injunction, against the Province, make an order for specific performance, make an order for recovery or delivery of real or personal property or issue execution or attachment or process in the nature thereof other than garnishment in limited circumstances.

    5. By OLG

      OLG represents and warrants to OFN LP and OFN LP 2008 and the Chiefs of Ontario as follows and acknowledges that OFN LP and OFN LP 2008 are relying on such representations and warranties in entering into and performing their obligations under this Closing Agreement:

      1. OLG is a Crown agency duly established and organized under the laws of the Province of Ontario.
      2. OLG has all necessary capacity, power and authority to enter into and to carry out this Closing Agreement and the Mutual Release and such Formal Agreements have been duly authorized, executed and delivered by OLG and constitute legal, valid and binding obligations enforceable against OLG in accordance with the terms of such Formal Agreements, subject to the availability of equitable remedies and the Proceedings Against the Crown Act (Ontario), including the qualifications that a court of Ontario may not grant an injunction, against the Province, make an order for specific performance, make an order for recovery or delivery of real or personal property or issue execution or attachment or process in the nature thereof other than garnishment in limited circumstances.
      3. Neither the execution and delivery of this Closing Agreement or the Mutual Release nor the performance of or compliance with the terms and conditions of such Formal Agreements by OLG will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the constating documentation of OLG , including the OLG Act and the regulations thereunder.
    6. Investigations

      Any investigation by a party and/or its third party advisors shall not mitigate, diminish or affect the representations and warranties of any other party.

    7. Survival

      The representations and warranties of each of the Province, OLG OFN LP , OFN LP 2008 and the Chiefs of Ontario contained in this Closing Agreement or any Formal Agreement to which it is a party shall survive the Closing without time limit.

Article 5

General Provisions

    1. Non Derogation

      Nothing in this Agreement shall abrogate or derogate from the application and operation of Section 35 of the Constitution Act, 1982 to or in respect of any aboriginal or treaty rights.

    2. Assignment

      Neither this Closing Agreement nor any of the rights, interests or obligations under this Closing Agreement may be assigned by any party.

    3. Notices

      Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication, if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the Business Day following the sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section. Notices and other communications shall be addressed as follows:

      1. if to OFN LP :

        78 1st Line Road
        New Credit Commercial Plaza
        Suite 204 RR #6
        Hagersville ON N0A 1H0

        Telecopier: 905-768-7667
        Attention: General Manager

      2. if to OFN LP (2008):

        78 1st Line Road
        New Credit Commercial Plaza
        Suite 204
        RR #6
        Hagersville ON N0A 1H0

        Telecopier: 905-768-7667
        Attention: General Manager

      3. if to the Province:

        Ministry of Aboriginal Affairs
        720 Bay Street
        4th Floor
        Toronto ON M5G 2K1

        Telecopier: (416) 314-1165
        Attention: Deputy Minister

      4. if to OLG

        4120 Yonge Street
        Suite 420
        Toronto ON M2P 2B8

        Telecopier: (416) 224-7000
        Attention: Chief Executive Officer

      5. if to the Chiefs of Ontario:

        Fort William First Nation
        RR #4
        Suite 101
        90 Anemki Drive
        Fort William First Nation Office Complex
        Thunder Bay, ON P7J 1A5

        Attention: Regional Chief
        Telecopier number: 807-626-9404

      Notwithstanding the foregoing, any notice or other communication required or permitted to be given by any party pursuant to or in connection with any dispute resolution procedures contained herein or in any Schedule hereto may be delivered only by hand.

    4. Time of Essence

      Time is of the essence of this Closing Agreement.

    5. Further Assurances

      Each of the parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Closing Agreement.

    6. Counterparts

      This Closing Agreement and any other agreements or documents to be provided hereunder, where applicable, may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

In Witness Whereof the parties hereto have executed this Closing Agreement.

Her Majesty The Queen In Right Of Ontario, as represented by The Minister Of Aboriginal Affairs

Ontario Lottery And Gaming Corporation

by:____________________
Name:
Title:

by:____________________
Name:
Title:

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

by:____________________
Name:
Title:

by:____________________
Name:
Title:

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

by:____________________
Name:
Title:

by:____________________
Name:
Title:

Indian Associations Co-Ordinating Committee Of Ontario Inc.

by:____________________
Name:
Title:

by:____________________
Name:
Title:

Schedule 1.1(b)

Court File No. 98-CV-152417CM

Ontario

Superior Court Of Justice

Between:

Chiefs Of Ontario and Ontario First Nations Limited Partnership together suing in a representative capacity, on behalf of 133 First Nations in Ontario

Plaintiffs

- and -

Her Majesty The Queen In Right Of Ontario, The Ontario Lottery And Gaming Corporation and Chippewas Of Mnjikaning First Nation

Defendants

Consent

The Plaintiffs, Chiefs of Ontario and Ontario First Nations Limited Partnership, together suing, in a representative capacity on behalf of 133 First Nations in Ontario (listed in Schedule A to the Fresh Statement of Claim), and the Defendants, Her Majesty the Queen in right of Ontario and the Ontario Lottery and Gaming Corporation (together, the “Consenting Defendants”), by their respective solicitors, consent to an Order (the “Order”):

  1. that the Plaintiffs and Consenting Defendants are bound by the Mutual Release, once executed, and shall abide by the terms thereof;
  2. granting the Plaintiffs leave to discontinue this action in its entirety against the Consenting Defendants, with prejudice, and without costs;
  3. granting the Plaintiffs leave to discontinue this action in its entirety against the Defendant Chippewas of Mnjikaning First Nation (“MFN ”), with prejudice, with any claim by MFN to costs of this action to be dealt with in the action referenced as Court File No. 01-CV-219345CM in the Ontario Superior Court of Justice; and
  4. declaring that, in accordance with rule 23.04(1) of the Rules of Civil Procedure, discontinuance of this action is a defence to a subsequent action, in the form attached as Schedule A hereto.

The Plaintiffs further consent to the Consenting Defendants (or either of them) attending to obtain the grant of the Order in the event that the Plaintiffs have failed to do so on or before the date that is 30 days after the execution of this Consent.

Each of the Plaintiffs and the Consenting Defendants by their respective solicitors hereby affirms that it is not a party under disability.

February 12, 2008

____________________
Torys LLP
Solicitors for the Plaintiffs

February 12, 2008

____________________
Attorney General For Ontario
Of Counsel for the Defendant, Her Majesty the Queen in right of Ontario

February 12, 2008

____________________
Davies Ward Phillips & Vineberg LLP
Solicitors for the Defendant, Ontario Lottery and Gaming Corporation

Schedule “A”

Court File No. 98-CV-152417CM

Ontario

Superior Court Of Justice

The Honourable Mr.

Justice Gans

) Wednesday, The 13th

)

) Day Of February, 2008

Between:

Chiefs Of Ontario and Ontario First Nations Limited Partnership, together suing, in a representative capacity, on behalf of 133 First Nations in Ontario, set out hereto in Schedule “A”

Plaintiffs

- and -

Her Majesty The Queen In Right Of Ontario, The Ontario Lottery And Gaming Corporation and Chippewas Of Mnjikaning First Nation

Defendants

Order

This Motion, made by the plaintiffs, Chiefs of Ontario and Ontario First Nations Limited Partnership, together suing, in a representative capacity, on behalf of 133 First Nations in Ontario (listed in Schedule A to this Order), for an order:

  1. that the plaintiffs and the defendants Her Majesty the Queen in right of Ontario (“Ontario”) and Ontario Lottery and Gaming Corporation (“OLG ”) are bound by the Mutual Release, once executed, and shall abide by the terms thereof;
  2. granting the plaintiffs leave to discontinue this action in its entirety against Ontario and OLG , with prejudice, and without costs;
  3. granting the plaintiffs leave to discontinue this action in its entirety against the defendant Chippewas of Mnjikaning First Nation (“MFN ”), with prejudice, with any claim by MFN to costs of this action to be dealt with in the action referenced as Court File No. 01-CV-219345CM in the Ontario Superior Court of Justice; and
  4. declaring that, in accordance with rule 23.04(1) of the Rules of Civil Procedure, discontinuance of this action is a defence to any subsequent action,

was heard this day at the Court House, 330 University Avenue, Toronto, Ontario.

On Reading the Consent executed by all parties to this action except the Defendant MFN , filed, the Gaming Revenue Sharing and Financial Agreement appended to this order as Appendix “A”, filed, the Closing Agreement appended to this order as Appendix “B”, filed, and the Mutual Release appended to this order as Appendix “C”, filed,

And Upon Hearing the submissions of counsel for all parties,

  1. This Court Orders that the plaintiffs and the defendants Ontario and OLG are bound by the Mutual Release, once executed, and shall abide by the terms thereof.
  2. This Court Orders that the plaintiffs are granted leave to discontinue this action in its entirety against Ontario and OLG , with prejudice and without costs.
  3. This Court Orders that the plaintiffs are granted leave to discontinue this action in its entirety against the defendant MFN , with prejudice, except that any claim by MFN to costs of this action shall be dealt with in the action referenced as Court File No. 01-CV-219345CM in the Ontario Superior Court of Justice.
  4. This Court Declares that discontinuance of this action shall constitute a complete defence to any subsequent action or other proceeding raising any claim or demand, or seeking any form of relief by the plaintiffs (including, for certainty, the 133 First Nations set out hereto on Schedule A or any of them or any successor or assign), arising out of the circumstances or any subject matter that was, or could have been, raised in this action by the plaintiffs.
  5. This Court Orders that this order shall take effect only upon closing on the Closing Date set out in the Closing Agreement.
  6. This Court Orders that there be no costs of the motion.

____________________
Justice, Superior Court of Justice

Schedule A

First Nations In Ontario

  1. Alderville First Nation
  2. Algonquins of Pikwakanagan First Nation
  3. Animbiigoo Zaagi’igan Anishinaabek First Nation (Lake Nipigon Ojibway)
  4. Anishinaabeg of Naongashiing (Big Island)
  5. Aroland First Nation
  6. Attawapiskat First Nation
  7. Bearskin Lake First Nation
  8. Beausoleil First Nation (Christian Island)
  9. Beaverhouse First Nation
  10. Big Grassy First Nation
  11. Biinjitiwaabik Zaaging Anishinaabek (Rocky Bay)
  12. Bkejwanong Territory (Walpole Island)
  13. Brunswick House First Nation
  14. Caldwell First Nation
  15. Cat Lake First Nation
  16. Chapleau Cree First Nation
  17. Chapleau Ojibway First Nation
  18. Aamjiwnaang First Nation (Sarnia), otherwise known as Aamjiwnaang
  19. Chippewas of Georgina Island
  20. Chippewas of Kettle & Stony Point
  21. Chippewas of Nawash (Cape Croker)
  22. Chippewas of Saugeen
  23. Chippewas of the Thames
  24. Constance Lake First Nation
  25. Couchiching First Nation
  26. Curve Lake First Nation
  27. Deer Lake First Nation
  28. Delaware Nation (Moravian of the Thames)
  29. Dokis First Nation
  30. Eabametoong First Nation
  31. Eagle Lake First Nation
  32. Flying Post First Nation
  33. Fort Albany First Nation
  34. Fort Severn First Nation
  35. Fort William First Nation
  36. Garden River First Nation
  37. Ginoogaming First Nation (Long Lac #77)
  38. Grassy Narrows First Nation
  39. Gull Bay First Nation, otherwise known as Kiashke Zaaging Anishinaabek
  40. Hiawatha First Nation
  41. Henvey Inlet First Nation
  42. Hornepayne First Nation
  43. Iskatewizaagegan No. 39 Independent First Nation
  44. Kasabonika Lake First Nation
  45. Kashechewan First Nation
  46. Kee-Way-Win First Nation
  47. Kingfisher Lake First Nation
  48. Kitchenuhmaykoosib Inninuwug (Big Trout Lake)
  49. Koocheching First Nation
  50. Lac Des Mille Lacs First Nation
  51. Lac La Croix First Nation
  52. Lac Seul First Nation
  53. Long Lake #58 First Nation
  54. Magnetawan First Nation
  55. Marten Falls First Nation
  56. Matachewan First Nation
  57. Mattagami First Nation
  58. McDowell Lake First Nation
  59. M’Chigeeng First Nation
  60. Michipicoten First Nation
  61. Mishkeegogamang First Nation (Osnaburgh)
  62. Missanabie Cree First Nation
  63. Mississauga #8 First Nation
  64. Mississaugas of the New Credit
  65. Mississaugas of Scugog Island
  66. Mocreebec Indian Government
  67. Mohawks of Akwesasne
  68. Mohawks of the Bay of Quinte
  69. Moose Cree First Nation
  70. Moose Deer Point First Nation
  71. Munsee-Delaware Nation
  72. Muskrat Dam First Nation
  73. Naicatchewenin First Nation
  1. Namaygoosisagagun First Nation
  2. Naotkamegwanning Anishinabe First Nation (Whitefish Bay)
  3. Neskantaga First Nation (Lansdowne House)
  4. Taykwa Tagamou Nation (New Post)
  5. Nibinamik First Nation
  6. Nicickousemenecaning First Nation
  7. Nipissing First Nation
  8. North Caribou Lake First Nation (Weagamow or Round Lake)
  9. North Spirit Lake First Nation
  10. Northwest Angle No. 33 First Nation
  11. Northwest Angle No. 37 First Nation
  12. Ochiichagwe’Babigo’ining First Nation (Dalles)
  13. Ojibways of Batehewana (Rankin)
  14. Ojibways of Onigaming (Sabaskong)
  15. Ojibways of Pic River (Heron Bay)
  16. Aundeck Omni Kaning, otherwise known as Ojibways of Sucker Creek
  17. Oneida Nation of the Thames
  18. Pays Plat First Nation
  19. Pic Mobert First Nation
  20. Pikangikum First Nation
  21. Poplar Hill First Nation
  22. Poplar Point First Nation
  23. Rainy River First Nation
  24. Red Rock Band
  25. Sachigo Lake First Nation
  26. Sagamok Anishnawbek First Nation
  27. Sand Point First Nation, otherwise known as Bingwi Neyaashi Anishinaabek
  28. Sandy Lake First Nation
  29. Saugeen First Nation (Savant Lake)
  30. Seine River First Nation
  31. Serpent River First Nation
  32. Shawanaga First Nation
  33. Sheguiandah First Nation
  34. Sheshegwaning First Nation
  35. Shoal Lake No. 40 First Nation
  36. Six Nations of the Grand River
  37. Slate Falls First Nation
  38. Stanjikoming First Nation
  39. Temagami First Nation
  40. Thessalon First Nation
  41. Wabaseemoong Independent First Nation (Whitedog)
  42. Wabauskang First Nation
  43. Wabigoon First Nation
  44. Wahgoshig First Nation (Abitibi #70)
  45. Wahnapitae First Nation
  46. Wahta Mohawks, otherwise known as Wahta Mohawks (Mohawks of Gibson)
  47. Wapekeka First Nation
  48. Wasauksing First Nation (Perry Island)
  49. Washagamis Bay First Nation, otherwise known as Obashkaandagaang
  50. Wauzhushk Onigum First Nation (Rat Portage)
  51. Wawakapewin First Nation
  52. Webequie First Nation
  53. Weenusk First Nation (Peawanuk)
  54. Whitefish Lake First Nation
  55. Whitefish River First Nation
  56. Whitesand First Nation
  57. Whitewater Lake First Nation
  58. Wikwemikong Unceded First Nation
  59. Wunnumin Lake First Nation
  60. Zhiibaahaasing First Nation (Cockburn)

Court File No. 98-CV-152417CM

Chiefs Of Ontario et al.

Plaintiffs

and

Her Majesty The Queen In Right Of Ontario et al.

Defendants

Ontario

Superior Court Of Justice

Proceeding commenced at Toronto Order

Torys LLP
Suite 3000
79 Wellington St. W.
Box 270, TD Centre
Toronto, ON M5K 1N2

Sheila R. Block (Lsuc No. 14089N)
Tel: 416.865.7319

John B. Laskin (Lsuc No. 19381B)
Tel: 416.865.7317
Fax: 416.865.7380

Solicitors for the Plaintiffs

Court File No. 98-CV-152417CM

Chiefs Of Ontario et al.

Plaintiffs

and

Her Majesty The Queen In Right Of Ontario et al.

Defendants

Ontario

Superior Court Of Justice

Proceeding commenced at Toronto Consent

Torys LLP
Suite 3000
79 Wellington St. W.
Box 270, TD Centre
Toronto, ON M5K 1N2

Sheila R. Block (Lsuc No. 14089N)
Tel: 416.865.7319

John B. Laskin (Lsuc No. 19381B)
Tel: 416.865.7317
Fax: 416.865.7380

Solicitors for the Plaintiffs

Schedule 1.1(l)

Mutual Release

Full And Final Mutual Release

The Undersigned, Chiefs Of Ontario, incorporated as Indian Associations Co-Ordinating Committee of Ontario Inc., and Ontario First Nations Limited Partnership together suing, in a representative capacity, on behalf of 133 First Nations in Ontario listed in Schedule “A” hereto (the “First Nations Parties”), and Her Majesty The Queen In Right Of Ontario and Ontario Lottery And Gaming Corporation (the

“Ontario Parties”), for and in consideration of the execution of this release, the payment by the Ontario Parties to the First Nations Parties and by the First Nations Parties to the Ontario Parties of $2.00 (Two Dollars), the execution of the Gaming Revenue Sharing and Financial Agreement and the Closing Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby mutually release, remise and forever discharge each other including the present and former officers, directors, agents, servants, and employees of each of them (and all successors, heirs, executors, estate trustees, administrators and assigns) of and from all actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, claims and demands whatsoever which either or any of them, or their respective heirs, executors, estate trustees, administrators, agents, successors and assigns, or any of them, has had, now has or may hereafter have for or by reason of, or in any way arising out of any matters that were raised in or could have been raised by the First Nations Parties in the action referenced as Court File No. 98-CV-152417CM in the Ontario Superior Court of Justice, in which the First Nations Parties are plaintiffs and the Ontario Parties are defendants (the “Action”), including any matters that could have reasonably been raised by the Ontario Parties by way of counterclaim in the Action in relation to 20% of the gross revenues of Casino Rama (the “20% monies”).

In Further Consideration of the provision by or on behalf of the Ontario Parties of the consideration referred to above, the First Nations Parties do hereby release and forever discharge the Ontario Parties of and from any claim or interest they now have or might in future have to any portion of the monies known as the “20% monies” as claimed from the Ontario Parties by The Chippewas Of Mnjikaning First Nation (“MFN ”) in the action referenced as Court File No. 01-CV-219345CM in the Ontario Superior Court of Justice, in which MFN is plaintiff and the Ontario Parties and the First Nations Parties are defendants.

It Is Further Agreed that for the consideration referred to above, the First Nations Parties will not make any claim or commence or maintain any action or proceeding against any person or corporation or First Nation or the Crown in which any claim could arise against the Ontario Parties, or either of them, and the Ontario Parties will not make any claim or commence or maintain any action or proceeding against any person or corporation or First Nation in which any claim could arise against the First Nations Parties, or any of them, in either case for contribution or indemnity or any other relief over in relation to the 20% monies as claimed by the First Nations Parties from the Ontario Parties in the Action.

It Is Acknowledged that the consideration referred to above shall not be deemed to represent any admission of liability by any of the parties hereto.

It Is Further Warranted And Acknowledged by the First Nations Parties that they have authority to execute this release on their own behalf and on behalf of all of the 133 First Nations in Ontario listed in Schedule “A” hereto.

It Is Acknowledged that the First Nations Parties have had an opportunity to review this Release and an opportunity to consult with counsel of their choice and they acknowledge that they fully understand all of the terms contained in it, and that the Release is being entered into voluntarily and without duress.

It Is Further Agreed that this Release shall be deemed to have been made in and shall be construed in accordance with and subject to the laws of the Province of Ontario.

It Is Further Agreed that this Release may be signed in separate counterparts and shall become effective upon the date of execution by the party that last signs it.

In Witness Whereof the parties have caused this Release to be executed by their duly authorized officers.

Dated: February 19, 2008

Witness:

Chiefs Of Ontario, incorporated as Indian Associations Co-Ordinating Committee of Ontario Inc.

By:____________________
Name: Angus Toulouse
Title: Ontario Regional Chief

Dated: February 19, 2008

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

By:____________________
Authorized Signing Officer

Dated: February 19, 2008

Her Majesty The Queen In Right Of Ontario

By:____________________
Authorized Signing Officer

Dated: February 19, 2008

Ontario Lottery And Gaming Corporation

By:____________________
Authorized Signing Officer

By:____________________
Authorized Signing Officer

Schedule 1.2

First Nations In Ontario

1 - Aamjiwnaang

2 - Alderville First Nation

3 - Algonquins of Pikwakanagan

4 - Animibiigoo Zaagi’igan Anishinaabek

5 - Anishinaabeg of Naongashiing

6 - Aroland First Nation

7 - Attawapiskat First Nation

8 - Aundeck Omni Kaning

9 - Bearskin Lake First Nation

10 - Beausoleil First Nation

11 - Beaverhouse First Nation

12 - Big Grassy First Nation

13 - Biinjitiwaabik Zaaging Anishinaabek

14 - Bingwi Neyaashi Anishinaabek

15 - Bkejwanong Territory

16 - Brunswick House First Nation

17 - Caldwell First Nation

18 - Cat Lake First Nation

19 - Chapleau Cree First Nation

20 - Chapleau Ojibway First Nation

21 - Chippewas of Georgina Island

22 - Chippewas of Kettle & Stony Point

23 - Chippewas of Nawash

24 - Chippewas of Saugeen

25 - Chippewas of the Thames

26 - Constance Lake First Nation

27 - Couchiching First Nation

28 - Curve Lake First Nation

29 - Deer Lake First Nation

30 - Delaware Nation

31 - Dokis First Nation

32 - Eabametoong First Nation

33 - Eagle Lake First Nation

34 - Flying Post First Nation

35 - Fort Albany First Nation

36 - Fort Severn First Nation

37 - Fort William First Nation

38 - Garden River First Nation

39 - Ginoogaming

40 - Grassy Narrows First Nation

41 - Henvey Inlet First Nation

42 - Hiawatha First Nation

43 - Hornepayne First Nation

44 - Iskatewizaagegan No. 39 Independent First Nation

45 - Kasabonika Lake First Nation

46 - Kashechewan First Nation

47 - Keewaywin First Nation

48 - Kiashke Zaaging Anishinaabek

49 - Kingfisher Lake First Nation

50 - Kitchenuhmaykoosib Inninuwug

51 - Koocheching First Nation

52 - Lac Des Mille Lacs First Nation

53 - Lac La Croix First Nation

54 - Lac Seul First Nation

55 - Long Lake # 58 First Nation

56 - Magnetawan First Nation

57 - Marten Falls First Nation

58 - Matachewan First Nation

59 - Mattagami First Nation

60 - McDowell Lake First Nation

61 - M’Chigeeng First Nation

62 - Michipicoten First Nation

63 - Mishkeegogamang

64 - Missanabie Cree First Nation

65 - Mississauga #8 First Nation

66 - Mississaugas of Scugog Island

67 - Mississaugas of the New Credit

68 - MoCreebec Council of the Cree Nation

69 - Mohawks of Akwesasne

70 - Mohawks of the Bay of Quinte

71 - Moose Cree First Nation

72 - Moose Deer Point First Nation

73 - Munsee Delaware Nation

74 - Muskrat Dam First Nation

75 - Naicatchewenin

76 - Namaygoosisagagun

77 - Naotkamegwanning Anishinabe

78 - Neskantaga First Nation

79 - Nibinamik First Nation

80 - Nicickousemenecaning

81 - Nipissing First Nation

82 - North Caribou Lake First Nation

83 - North Spirit Lake First Nation

84 - Northwest Angle No. 33 First Nation

85 - Northwest Angle No. 37 First Nation

86 - Obashkaandagaang

87 - Ochiichagwe’Babigo’ining

88 - Ojibways of Batchewana

89 - Ojibways of Onigaming

90 - Ojibways of Pic River

91 - Oneida Nation of the Thames

92 - Pays Plat First Nation

93 - Pic Mobert First Nation

94 - Pikangikum First Nation

95 - Poplar Hill First Nation

96 - Poplar Point First Nation

97 - Rainy River First Nation

98 - Red Rock Band

99 - Sachigo Lake First Nation

100 - Sagamok Anishnawbek First Nation

101 - Sandy Lake First Nation

102 - Saugeen First Nation

103 - Seine River First Nation

104 - Serpent River First Nation

105 - Shawanaga First Nation

106 - Sheguiandah First Nation

107 - Sheshegwaning First Nation

108 - Shoal Lake No. 40 First Nation

109 - Six Nations of the Grand River

110 - Slate Falls First Nation

111 - Stanjikoming First Nation

112 - Taykwa Tagamou Nation

113 - Temagami First Nation

114 - Thessalon First Nation

115 - Wabaseemoong Independent Nation

116 - Wabauskang First Nation

117 - Wabigoon First Nation

118 - Wahgoshig First Nation

119 - Wahnapitae First Nation

120 - Wahta Mohawks

121 - Wapekeka First Nation

122 - Wasauksing First Nation

123 - Wauzhushk Onigum Nation

124 - Wawakapewin

125 - Webequie First Nation

126 - Weenusk First Nation

127 - Whitefish Lake First Nation

128 - Whitefish River First Nation

129 - Whitesand First Nation

130 - Whitewater Lake First Nation

131 - Wikwemikong Unceded Indian Reserve

132 - Wunnumin Lake First Nation

133 – Zhiibaahaasing

(141-G170)