8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 14, 2019 (June 10, 2019)

MOHEGAN TRIBAL GAMING AUTHORITY

(Exact name of registrant as specified in its charter)

Not Applicable	033-80655	06-1436334
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Mohegan Sun Boulevard, Uncasville, CT		06382
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (860) 862-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note

As previously disclosed, in September 2018, MGE Niagara Entertainment Inc. (“MGE Niagara”), an indirect wholly-owned subsidiary of the Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming & Entertainment (“MGE”), was selected by the Ontario Lottery and Gaming Corporation (the “OLG”) to be the service provider for Fallsview Casino Resort, Casino Niagara and the future 5,000-seat Niagara Falls Entertainment Centre, all in Niagara Falls, Canada (the “Niagara Gaming Bundle”). In connection therewith, MGE Niagara entered into a Transition and Asset Purchase Agreement (the “TAPA”) with the OLG and the Ontario Gaming Assets Corporation (the “OGAC”). Pursuant to the terms and subject to the conditions of the TAPA, MGE Niagara agreed to acquire certain assets associated with the Niagara Gaming Bundle and to perform certain transition activities prior to the closing of such acquisition in order to facilitate a transition of the operational responsibilities from the current operator to MGE Niagara.

Item 1.01 Entry into Definitive Material Agreement.

On June 10, 2019, MGE Niagara entered into a Credit Agreement with, among others, Bank of Montreal, as administrative agent, and the lenders party thereto (the “Credit Agreement”), providing for senior secured credit facilities in the aggregate principal amount of 290,000,000 Canadian dollars (the “Credit Facilities”), comprised of a revolving credit facility in the amount of 190,000,000 Canadian dollars (the “Revolving Facility”) and a term loan facility in the amount of 100,000,000 Canadian dollars (the “Term Facility”). MGE Niagara is an “unrestricted subsidiary” under MGE’s existing credit facilities and indenture and the Credit Facilities are non-recourse to MGE and its “restricted subsidiaries” thereunder.

The Revolving Facility provides for (i) borrowings and bankers’ acceptances denominated in Canadian dollars or U.S. dollars and up to 20 million Canadian-dollar equivalent of borrowings in the form of swingline loans and (ii) the issuance of up to 100 million Canadian dollars of letters of credit. Borrowings under the Term Facility are denominated in Canadian dollars. On June 11, 2019 (the “Closing Date”), MGE Niagara borrowed all 100 million aggregate principal amount of Canadian dollar term loans under the Term Facility and caused a Canadian dollar letter of credit to be issued to the OLG under the Revolving Facility, in each case for the purposes of funding the Acquisition (as defined below) and the transactions relating thereto.

The Credit Facilities mature on June 10, 2024. The Term Facility will amortize in equal quarterly installments in an aggregate quarterly amount equal to 1.25% of the initial principal amount of the Term Facility beginning on September 30, 2019.

The Credit Agreement contains customary covenants applicable to MGE Niagara, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, asset sales, acquisitions and investments, affiliate transactions and fundamental changes. Additionally, the Credit Agreement includes financial maintenance covenants pertaining to total leverage and fixed charge coverage. The Credit Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

Borrowings under the Credit Facilities will bear interest as follows: (i) for Prime Rate Loans (as defined in the Credit Agreement) denominated in Canadian dollars, the applicable prime rate (subject to a 0.00% floor) plus a total leverage-based margin of 100 to 200 basis points, (ii) for USBR Loans (as defined in the Credit Agreement) denominated in U.S. dollars, the applicable base rate plus a total leverage-based margin of 100 to 200 basis points, (iii) for LIBOR Loans (as defined in the Credit Agreement) denominated in U.S. dollars, the applicable LIBOR rate (subject to a 0.00% floor) plus a total leverage-based margin of 250 to 350 basis points and (iv) for Bankers’ Acceptances (as defined in the Credit Agreement) denominated in Canadian dollars, based on a Discount Rate (as defined in the Credit Agreement) (subject to a 0.00% floor) and a total leverage-based margin of 250 to 350 basis points. MGE Niagara is also required to pay a total leverage-based undrawn commitment fee on the Revolving Facility of between 50 and 70 basis points.

The Credit Facilities are secured by, among other things, substantially all of the properties and assets of MGE Niagara, subject to certain customary exceptions, as well as by a pledge of (i) all of the issued and outstanding shares of MGE Niagara held by its direct parent and (ii) the convertible debenture held by the Convertible Debenture Holder (as defined below).

Proceeds from borrowings under the Revolving Facility may be used by MGE Niagara for general corporate purposes, including working capital, capital expenditures and the issuance of letters of credit.

The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Various of the lenders under the Credit Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for MGE and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

MGE Niagara entered into an Amended and Restated Transition and Asset Purchase Agreement effective as of May 1, 2019 (as amended, the “Restated TAPA”) with the OLG and the OGAC, pursuant to which the TAPA was amended and restated in its entirety. The Restated TAPA contains representations, warranties and covenants of MGE Niagara, the OLG and the OGAC.

On the Closing Date, MGE Niagara completed the acquisition of the assets associated with the Niagara Gaming Bundle pursuant to the terms of the Restated TAPA (the “Acquisition”). On the Closing Date, pursuant to the terms of the Restated TAPA, MGE Niagara paid to the OLG aggregate consideration of approximately 153 million Canadian dollars, including approximately 13 million Canadian dollars of Harmonized Sales Tax, approximately 89 million Canadian dollars for the Acquisition, approximately 49 million Canadian dollars for related working capital and approximately 2 million Canadian dollars for prepaid rent, and caused the performance letter of credit described above to be issued to the OLG. MGE Niagara funded the Acquisition and the related transactions with proceeds from borrowings under the Term Facility, the issuance of a convertible debenture to a third-party investor (the “Convertible Debenture Holder”) in an aggregate principal amount of 40 million Canadian dollars (which is convertible, at the option of such investor, into Class B Special shares in the capital of MGE Niagara between the fourth and sixth anniversary of the Closing Date) and an investment by MGE in MGE Niagara of 60 million Canadian dollars.

The foregoing summary of the Restated TAPA does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Restated TAPA and the amendments thereto, copies of which are filed as Exhibits 2.1, 2.2 and 2.3 hereto, respectively, and are incorporated herein by reference.

The Restated TAPA and the above description have been included to provide security holders with information regarding the terms of the Restated TAPA. They are not intended to provide any other factual information about MGE, MGE Niagara, the OLG, the OGAC or their respective subsidiaries or affiliates. In particular, the assertions embodied in the representations and warranties contained in the Restated TAPA are qualified by information in the confidential schedules provided by the parties in connection with the Restated TAPA. The confidential schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Restated TAPA. Security holders should not rely on the representations, warranties and covenants contained in the Restated TAPA.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 8.01 Other Events.

On June 12, 2019, MGE issued a press release announcing the closing of the transactions described in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The press release and related information also may be found on MGE’s website at www.mohegangaming.com, under “News.”

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements required by this Item will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The pro forma financial information required by this Item will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

The following exhibit is filed as part of this report:

No.	Exhibit
2.1	Amended and Restated Transition and Asset Purchase Agreement, dated May 1, 2019, among MGE Niagara Entertainment Inc., Ontario Lottery and Gaming Corporation and Ontario Gaming Assets Corporation.*
2.2	First Amendment to Amended and Restated Transition and Asset Purchase Agreement, dated June 6, 2019, among MGE Niagara Entertainment Inc., Ontario Lottery and Gaming Corporation and Ontario Gaming Assets Corporation.
2.3	Second Amendment to Amended and Restated Transition and Asset Purchase Agreement, dated June 7, 2019, among MGE Niagara Entertainment Inc., Ontario Lottery and Gaming Corporation and Ontario Gaming Assets Corporation.*

10.1	Credit Agreement, dated June 10, 2019, among MGE Niagara Entertainment Inc., the lenders named therein, Bank of Montreal, as administrative agent, and the other parties thereto.
99.1	Press Release of Mohegan Gaming & Entertainment, dated June 12, 2019.

* Certain portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K. Upon request by the Securities and Exchange Commission (the “SEC”), MGE hereby undertakes to furnish supplementally to the SEC a copy of any omitted information.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOHEGAN TRIBAL GAMING AUTHORITY
Date: June 14, 2019	By:	/s/ Ralph James Gessner Jr.
		Ralph James Gessner Jr.
		Interim Chairman, Management Board

EX-2.1

Exhibit 2.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

AMENDED AND RESTATED

TRANSITION AND ASSET PURCHASE AGREEMENT

BETWEEN:

MGE NIAGARA ENTERTAINMENT INC.

– and –

ONTARIO LOTTERY AND GAMING CORPORATION

– and –

ONTARIO GAMING ASSETS CORPORATION

GAMING BUNDLE 8 (NIAGARA)

TABLE OF CONTENTS

			Page
ARTICLE 1 INTERPRETATION				3
	1.1	Definitions		3
	1.2	Other Terms		28
	1.3	Rules of Construction		29
	1.4	Statutes		30
	1.5	Accounting Principles		30
	1.6	Priority of Documents		30
	1.7	No Interference with Statutory Powers and Duties and Limitations on Power and Authority		31
	1.8	Exclusion of Crown Liability		32
	1.9	Schedules		33
	1.10	Amendment and Restatement		33
ARTICLE 2 TRANSITION				34
	2.1	Intention of the Parties		34
	2.2	Pre-Closing Transition Activities		34
	2.3	Post-Closing Transition Activities		34
	2.4	Central GMS and Existing Operator Customer Loyalty Program		35
	2.5	Pre-Closing Transition Objectives		35
	2.6	Performance of Transition Activities		36
	2.7	Standard of Care		36
	2.8	Transition Expenses		36
	2.9	Compliance with Applicable Law		36
	2.10	Access to Subject Gaming Sites Prior to Closing		37
	2.11	Insurance and Workplace Safety Prior to Closing		37
	2.12	Scope of Services Prior to Closing		38
	2.13	Access to Historical Gaming Data, OLG Records, OLG Personal Information and Forward-Looking Historical Non-Gaming Information and Historical Non-Gaming Information Prior to Closing		39
	2.14	Transition Representatives		41
	2.15	Transition Working Committee		41
	2.16	Transition Reports		44
	2.17	First Annual Business Plan		44
	2.18	Mandatory Service Provider Operating Procedures		45
	2.19	Post-Closing OLG Policies Transition Plan		46
	2.20	Failure by Service Provider to Perform Service Provider Pre-Closing Transition Activities		47
	2.21	No Fault Delay		47
	2.22	Suspension of Transition Activities		48
	2.23	Failure to Perform Service Provider Post-Closing Transition Activities		48
	2.24	Pre-Closing Claims and Existing Litigation		48
	2.25	NFEC Tenant Installation Period and Fixturing Period		49
	2.26	Pre-Term Financial Statements		50
	2.27	Employee Holdco Pre-Term Financial Statements		51
	2.28	Tax Returns		52

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	2.29	Books and Records	53
	2.30	OLG Access to and Destruction of Historical Non-Gaming Information and Forward-Looking Historical Non-Gaming Information	53
	2.31	OLG Access to and Destruction of Historical Gaming Data	54
ARTICLE 3 PURCHASE AND SALE			55
	3.1	Purchase and Sale of the Purchased Assets	55
	3.2	Excluded Assets	56
	3.3	Assumption of Liabilities	56
	3.4	Excluded Liabilities	57
	3.5	Closing	58
	3.6	Non-Assignable Rights	59
	3.7	Payment of Taxes	60
	3.8	Tendering	61
	3.9	Extension of Closing Date	61
	3.10	Escrow Arrangements	61
	3.11	Joinder Agreement	63
ARTICLE 4 PURCHASE PRICE			64
	4.1	Purchase Price for the Assets	64
	4.2	Closing Estimate	64
	4.3	Closing Statement	65
	4.4	Purchase Price Adjustment	70
	4.5	Property Tax Appeals and Reassessments	70
	4.6	Pre-Closing OLG Amounts	71
	4.7	Pre-Closing Employee Holdco Amounts	71
ARTICLE 5 CLOSING LETTERS OF CREDIT			72
	5.1	Closing Letters of Credit	72
	5.2	Return of Closing Letters of Credit	73
	5.3	Performance Security	73
ARTICLE 6 LIQUOR LICENCES			74
	6.1	No Assignment of Liquor Licences	74
	6.2	Applications	74
	6.3	No Representations	74
	6.4	Indemnity by the Service Provider	74
	6.5	Authorization to Contract Out	74
	6.6	Costs	75
ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF THE SELLER			75
	7.1	Representations and Warranties of the Seller	75
	7.2	Seller’s Representations and Warranties Deemed Modified	93
	7.3	As-is, Where-is	95
	7.4	Survival of OLG’s and OGAC’s Representations and Warranties	95

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ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF SERVICE PROVIDER			96
	8.1	Representations and Warranties of the Service Provider	96
	8.2	Service Provider’s Representations and Warranties Deemed Modified	97
	8.3	Survival of the Service Provider’s Representations and Warranties	97
ARTICLE 9 BACKGROUND INFORMATION			97
	9.1	No Liability	97
	9.2	No Warranty	98
	9.3	No Claims	98
	9.4	Access to Data Room	99
ARTICLE 10 COVENANTS			100
	10.1	Commercially Reasonable Efforts	100
	10.2	Representations and Warranties	101
	10.3	Notification of Certain Matters	101
ARTICLE 11 COMPETITION ACT			101
	11.1	Competition Act Approval	101
	11.2	Communications	102
	11.3	Notice of Approval	102
	11.4	Fees	102
ARTICLE 12 DAMAGE OR DESTRUCTION			102
	12.1	Risk	102
	12.2	Damage or Destruction of Purchased Assets, CN Leased Real Property and Fallsview Owned Real Property	103
	12.3	Delay in Substantial Completion or Damage or Destruction of NFEC Leased Real Property	104
ARTICLE 13 EMPLOYMENT, PENSION AND BENEFIT MATTERS			105
	13.1	[REDACTED]	105
	13.2	Compliance with Applicable Law Post-Transfer	105
	13.3	Non-Solicitation of Employees After Closing	106
	13.4	[REDACTED]	106
	13.5	Existing Operator/Service Provider Indemnities	106
	13.6	[REDACTED]	106
	13.7	[REDACTED]	107
ARTICLE 14 INDEMNIFICATION			107
	14.1	Indemnification	107
	14.2	Retail Sales Tax Act Compliance	110
	14.3	Procedure for Indemnification	111
	14.4	Third Party Claims	112
	14.5	Additional Rules and Procedures	113
	14.6	One Recovery	114
	14.7	Duty to Mitigate	114
	14.8	Set-Off Rights	114

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	14.9	Third Party Indemnification	114
	14.10	Taxes	114
	14.11	Remedies Exclusive	115
ARTICLE 15 CONDITIONS OF CLOSING			115
	15.1	Conditions of Closing in Favour of Service Provider	115
	15.2	Waiver by Service Provider	116
	15.3	Conditions of Closing in Favour of OLG and OGAC	116
	15.4	Waiver by the Seller	117
	15.5	General Matters Relating to Conditions	117
	15.6	Extension of Closing Date and Outside Date for Legal Impediments	118
ARTICLE 16 TERM AND TERMINATION			119
	16.1	Termination	119
	16.2	Unwinding of Pre-Closing Transition Activities After Termination	120
	16.3	Termination by Service Provider With Cause	120
	16.4	Termination by OLG With Cause Prior to Closing Date	121
	16.5	Release of Closing Letters of Credit	121
ARTICLE 17 CONFIDENTIALITY			122
	17.1	Confidential Information	122
	17.2	Confidentiality Covenant	123
	17.3	Permitted Disclosures by the Service Provider	124
	17.4	Permitted Disclosures by OLG and OGAC	124
	17.5	Compelled Disclosure	125
	17.6	Freedom of Information and Protection of Privacy	125
	17.7	Voluntary Disclosure of Transaction	127
	17.8	Voluntary Disclosure Redaction	128
	17.9	Disclosure to Government	128
	17.10	Return or Destruction of Confidential Information	128
	17.11	Other Disclosure Considerations	129
	17.12	Confidentiality Obligations After Closing	129
	17.13	Information Security Incidents	129
ARTICLE 18 GENERAL			131
	18.1	Dispute Resolution Procedure	131
	18.2	Notices	131
	18.3	Specific Performance; Injunctive Relief	133
	18.4	Invalidity	133
	18.5	Entire Agreement	134
	18.6	Governing Law; Attornment	134
	18.7	Amendments and Waivers	134
	18.8	Public Disclosure	134
	18.9	Benefit of the Agreement	135
	18.10	No Third Party Beneficiaries	135
	18.11	Time of the Essence	135
	18.12	Further Assurances	135

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18.13	Counterparts	135
18.14	Facsimile and Electronic Delivery	135
18.15	Restrictions on Transfer and Assignment	136
18.16	Security Interests	136
18.17	Non-Merger and Survival	136
18.18	No Strict Construction	137
18.19	Expenses	137
18.20	Authority of OLG to Bind OGAC	137

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AMENDED AND RESTATED TRANSITION AND ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 1st day of May, 2019.

BETWEEN:

MGE NIAGARA ENTERTAINMENT INC., a corporation continued under the laws of the Province of Ontario

(the “Service Provider”),

- and -

ONTARIO LOTTERY AND GAMING CORPORATION, a corporation established pursuant to the Enabling Legislation

(“OLG”)

- and -

ONTARIO GAMING ASSETS CORPORATION, a corporation incorporated under the laws of the Province of Ontario

(“OGAC”)

RECITALS:

A. OLG has the statutory authority to conduct and manage lottery schemes on behalf of and as an agent of the Crown.

B. OLG has the authority to enter into agreements with third parties regarding lottery schemes conducted and managed by OLG on behalf of and as an agent of the Crown.

C. OLG is party to the Existing Operating Agreement, which agreement will terminate immediately prior to the Closing.

D. As part of the Crown’s initiative to modernize land-based gaming in Ontario, in connection with the termination of the Existing Operating Agreement, OLG has been mandated to, among other things, engage a third-party service provider to provide certain operational services relating to the Subject Gaming Bundle, subject to OLG’s continuing obligation to conduct and manage lottery schemes carried out in the Subject Gaming Bundle.

E. MG&E Niagara Entertainment ULC (“MG&E ULC), a company incorporated pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”) and the predecessor to the Service Provider, entered into a transition and asset purchase agreement with OLG and

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OGAC made as of September 10, 2018, as amended by the first amendment to the transition and asset purchase agreement made as of March 27, 2019 between MG&E ULC, OLG and OGAC and the second amendment to the transition and asset purchase agreement made as of April 30, 2019 between the Parties (as so amended, the “Original Agreement”).

F. MG&E ULC converted from an unlimited liability company to a limited company under the BCBCA and concurrently changed its name to “MGE Niagara Entertainment Inc.”, following which it was continued out of the jurisdiction of the BCBCA and into the jurisdiction of the Business Corporations Act (Ontario) by a certificate and accompanying articles of continuance that became effective on April 29, 2019 (the “Conversion and Continuance”).

G. OLG consented to the Conversion and Continuance pursuant to an acknowledgement and consent agreement made as of April 26, 2019 among MG&E ULC, Mohegan Tribal Gaming Authority, Mohegan Gaming Advisors, LLC, MG&E Niagara Entertainment Holdings ULC, OLG and OGAC.

H. As a result of the Conversion and Continuance, all references in this Agreement to the “Service Provider” refer to MGE Niagara Entertainment Inc., as successor to MG&E Niagara Entertainment ULC.

I. The Parties desire, in accordance with Section 18.7 of the Original Agreement, to amend and restate the Original Agreement in accordance with the terms hereof.

J. OLG and the Service Provider have agreed to perform, or cause to be performed, the Transition Activities on the terms and subject to the conditions of this Agreement in order to transition operational responsibility for the Subject Gaming Sites from the Existing Operator to the Service Provider in an orderly and efficient manner.

K. OLG and its wholly-owned subsidiary, OGAC and, to the Seller’s knowledge, the Existing Operator and the Existing General Partner, own the Purchased Assets.

L. OLG and OGAC have agreed to sell, convey, assign and transfer to the Service Provider, and to cause the Existing Operator and the Existing General Partner to sell, convey, assign and transfer to the Service Provider, and the Service Provider has agreed to purchase, acquire and accept from OLG, OGAC, the Existing Operator and the Existing General Partner, as applicable, the Purchased Assets, and assume the Assumed Liabilities, on the terms and subject to the conditions of this Agreement.

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, conditions, agreements and promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties covenant and agree as follows:

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ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, including in the recitals, unless something in the subject matter or context is inconsistent therewith:

“Accountants” has the meaning given in Section 4.3(c).

“Accounting Principles” means GAAP, as adopted and applied by OLG as of the relevant date for its financial reporting purposes.

“Act of Insolvency” means, when used in relation to any Person, that such Person (a) becomes insolvent, makes an assignment for the benefit of its creditors, makes a proposal or takes the benefit of any Debtor Relief Laws or an actual or deemed entry of an order for relief is made under any Debtor Relief Laws in respect of such Person; (b) has a receiver, trustee, interim receiver, receiver and manager or other officer with like powers appointed for all or any substantial part of its assets; or (c) has a resolution passed in respect of it or an application or petition is made seeking any reorganization, arrangement, composition, cancellation, dissolution, liquidation, revocation or winding-up of it under any Debtor Relief Laws.

“Advance Ruling Certificate” means an advance ruling certificate issued by the Commissioner of Competition pursuant to section 102 of the Competition Act with respect to the Transactions.

“Affiliate” has the meaning given in the Business Corporations Act (Ontario).

“AGCO” means the Alcohol and Gaming Commission of Ontario, or any successor or replacement thereof.

“Agreed Claims” has the meaning given in Section 14.3(c).

“Agreement”, “this Agreement”, “the Agreement”, “hereof”, “herein”, “hereto”, “hereby”, “hereunder” and similar expressions mean this Amended and Restated Transition and Asset Purchase Agreement made as of May 1, 2019 between the Parties, including all schedules, and all instruments supplementing, amending, modifying, restating or otherwise confirming this Agreement.

“Annual Business Plan” has the meaning given in the Casino Operating and Services Agreement.

“Applicable Law” means:

(a) any domestic or foreign statute, law, treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise), including the Criminal Code and the Gaming Control Legislation;

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(b) any judgment, order, writ, injunction, decision, ruling, decree or award, guideline, policy, standard (including any standard of the AGCO), directive or bulletin, in each case, of any Governmental Authority; and

(c) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval, in each case, of any Governmental Authority,

in each case, having the force of law and binding on the Person referred to in the context in which the term is used, or any provisions of any of the foregoing, including general principles of common law, civil law and equity.

“Approved Annual Business Plan” has the meaning given in the Casino Operating and Services Agreement.

“Assignment and Assumption Documents” means, collectively, the documents referred to in paragraphs (A)(e) to (l), (n), (o), (p), (q) and (ff) and (B)(e) to (j), (m), (p), (q), (r), (s) and (ll) of Schedule 11 and any other assignment and assumption agreements entered into by the Seller and the Service Provider at or in connection with the Closing.

“Assumed Liabilities” has the meaning given in Section 3.3.

“Audited EH Pre-Term Financial Statements” has the meaning given in Section 2.27(a).

“Audited Pre-Term Financial Statements” has the meaning given in Section 2.26(a).

“Authorization to Contract Out” means the authorization of a licence holder to contract out the sale and service of liquor to a Person who is applying to receive the transfer of the licence holder’s licence, as contemplated under Section 15(2) of the Liquor Licence Act (Ontario).

“Background Information” means any and all drawings, reports, studies, data, documents, agreements or other information relating to the Subject Gaming Sites, the Purchased Assets and/or the Assumed Liabilities (including any books and records of the Seller, the Existing Operator and the Employee Holdco), in each case, given or made available to the Service Provider by or on behalf of the Seller, or which were obtained by the Service Provider from or through any other sources prior to the Closing Date, including all drawings, reports, studies, data, documents, agreements or other information made available to the Service Provider in the Data Room and, for greater certainty, also including the Historical Gaming Data.

“BCBCA” has the meaning given in Recital E.

“Benefit Plans” means all health, welfare or other medical, dental, life, disability, employee assistance program, or other insurance, supplementary unemployment benefit, savings or benefit plan, program, agreement or arrangement (whether written or unwritten and whether insured or self-insured) sponsored, maintained, contributed to or required to be contributed to by the Employee Holdco for the benefit of Employees or former employees of the Employee Holdco (and/or their dependants), except for any statutory plans to which the Employee Holdco is obliged to contribute or comply, provided that Benefit Plans shall not include the Pension Plan.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Bid Operating Year” has the meaning given in the RFP.

“Building Condition Reports” means, collectively,

(a) the property disclosure assessment reports and other reports and reviews made available to the Service Provider in the folder entitled “RFP 1617-009 - Niagara\Background Information\4.0 Facility Reports\4.01 Property Disclosure Assessments\4.01.01 EXP Property Disclosure Assessments” in the Data Room as of the Data Room Cutoff Date; and

(b) the property disclosure assessment reports and other reports and reviews made available to the Service Provider in the folder entitled “RFP 1617-009 - Niagara\Background Information\4.0 Facility Reports\4.01 Property Disclosure Assessments\4.01.02 Other Property Disclosure Assessments” in the Data Room as of the Data Room Cutoff Date.

“Buildings” means, collectively, the Fallsview Buildings and the Montrose Buildings.

“Business Day” means any day other than a Saturday, Sunday, statutory or civic holiday in the Province of Ontario or any day on which banks are generally not open for business in the City of Toronto.

“Cash” means all of the cash on hand and cash equivalents on hand of the Seller at the Subject Gaming Sites.

“Cash Equivalents” has the meaning given in the Casino Operating and Services Agreement.

“Casino” or “Casinos” has the meaning given in the Casino Operating and Services Agreement.

“Casino Data” has the meaning given in the Casino Operating and Services Agreement.

“Casino Games” or “Casino Gaming” has the meaning given in the Casino Operating and Services Agreement.

“Casino Operating and Services Agreement” means, until the Closing Date, the Casino Operating and Services Agreement in the form agreed to by the Parties as of the Execution Date, and thereafter, means the Casino Operating and Services Agreement entered into on the Closing Date between OLG and the Service Provider.

“Central GMS” has the meaning given in the Casino Operating and Services Agreement.

“Certificate” has the meaning given in Section 14.3(a).

“Charitable Gaming Site” has the meaning given in the Casino Operating and Services Agreement.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Claim” means any actual or threatened civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit, investigation, application, hearing, complaint, grievance, litigation, proceeding or other claim or demand of whatever nature or kind and, in each case, any claim or demand resulting therefrom.

“Claimed Amounts” means all rights, claims, credits, causes of action and rights of set-off of the Seller or the Existing Operator against third parties relating exclusively to the Purchased Assets, including, to the extent transferable, claims pursuant to any manufacturer’s warranties, representations and guarantees made by the suppliers, manufacturers and other third parties in connection with products or services purchased by or furnished to the Seller or the Existing Operator in connection with the Subject Gaming Sites, but for greater certainty, excludes Claimed Amounts in respect of Gaming Revenue and Pre-Closing OLG Amounts.

“Class Allocation” has the meaning given in Section 4.1(c).

“Closing” means the completion of the purchase and sale of the Purchased Assets.

“Closing Date” means June 11, 2019 or such earlier or later date as the Parties may agree upon in writing as the Closing Date, provided that the Closing Date: (a) shall be no earlier than 125 days after the Original Execution Date; (b) shall be on a Business Day (other than a Monday or any other Business Day where the immediately preceding day is not also a Business Day, in which case, the Closing Date will be the next following Business Day), (c) is subject to extension pursuant to Sections 1.3, 2.21(a), 2.22(b)(i), 3.9, 12.2 or 15.6 and (d) except as otherwise provided in this Agreement, in no event will the Closing Date be later than the Outside Date.

“Closing Estimate” has the meaning given in Section 4.2(a).

“Closing Letter of Credit” and “Closing Letters of Credit” have the meanings given in Section 5.1(a).

“Closing Net Working Capital” has the meaning given in Section 4.3(a).

“Closing Payment” has the meaning given in Section 3.5(b)(iii).

“Closing Statement” has the meaning given in Section 4.3(a).

“Closing Time” means 4:00:00 a.m. (Toronto time) on the Closing Date or such other time on such date as the Parties may agree in writing as the time at which the Closing shall take place.

“CN Leased Real Property” means the leasehold interest of OLG in the lands and premises described in Part 1 of Schedule 5, including all Improvements owned or leased by OLG under the CN Premises Lease situated on, in, under, over or forming part of such lands and premises.

“CN Licence” means the licence dated July 18, 1996 between Canadian Niagara Hotels Inc., 1032514 Ontario Limited and Greenberg International Inc., OLG (formerly Ontario Casino Corporation) and Maple Leaf Entertainment Inc., as such licence has been amended, extended, supplemented and/or otherwise modified from time to time, a copy of which has been made available to the Service Provider in the Data Room as of the Original Execution Date.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“CN Licensed Property” means all real property that is licensed to OLG pursuant to the CN Licence.

“CN Premises Lease” means the lease dated July 18, 1996 between Maple Leaf Entertainment Inc., OLG (formerly Ontario Casino Corporation), Canadian Niagara Hotels Inc., 1032514 Ontario Limited and Greenberg International Inc., as such lease has been amended, extended, supplemented and/or otherwise modified from time to time, a copy of which has been made available to the Service Provider in the Data Room as of the Original Execution Date.

“Collective Agreement Excess Amount” has the meaning given in Section 13.7.

“Collective Agreements” has the meaning given in Section 7.1(l)(ii).

“Commissioner of Competition” means the Commissioner of Competition appointed pursuant to the Competition Act or a Person designated or authorized pursuant to the Competition Act to exercise the powers and perform the duties of the Commissioner of Competition.

“Competition Act” means the Competition Act (Canada).

“Competition Act Approval” means: (a) the issuance of an Advance Ruling Certificate and such Advance Ruling Certificate has not been rescinded prior to Closing; or (b) the Service Provider and the Seller have given the notice required under section 114 of the Competition Act with respect to the Transactions and the applicable waiting period under section 123 of the Competition Act has expired or has been waived in accordance with the Competition Act; or (c) the obligation to give the requisite notice has been waived pursuant to paragraph 113(c) of the Competition Act, and, in the case of (b) or (c), the Service Provider has been advised in writing by the Commissioner of Competition that, in effect, such Person does not intend to make an application under section 92 of the Competition Act in respect of the Transactions and such advice has not been rescinded prior to Closing.

“Complex” has the meaning given in the Casino Operating and Services Agreement.

“Confidential Information” has the meaning given in Section 17.1.

“Consents” means all consents, approvals, permits, licences, waivers of rights of first refusal or waivers of due on sale clauses and other waivers, as applicable, from: (a) any party to any Contract, (b) any landlord under the Real Property Leases, (c) the licensor under the CN Licence, the Parking Licence and the Kent Street Parking Licence and (d) any Governmental Authority, in each case, that are necessary in connection with the execution and delivery of this Agreement, the performance of any terms thereof or any document to be delivered pursuant thereto, or the completion of any of the Transactions, but specifically excluding any consents and approvals required for the Liquor Licences and any consents or approvals in connection with any financing by the Service Provider or any member of the SP Group.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Contracts” means (i) those contracts, equipment leases, licences, sub-licences, agreements, commitments and undertakings to which the Seller or the Existing Operator, as applicable, is a party or by which any of them is bound and which relate to the Subject Gaming Sites, the Purchased Assets or the Assumed Liabilities as set out in Schedule 7 and (ii) the NFEC Related Agreements, but excluding the Real Property Leases, the CN Licence, the Parking Licence and the Kent Street Parking Licence.

“Conversion and Continuance” has the meaning given in Recital F.

“Credit Agreements” has the meaning given in the Casino Operating and Services Agreement.

“Criminal Code” means the Criminal Code of Canada.

“Crown” means Her Majesty the Queen in right of Ontario.

“Customer Loyalty Program” means any incentive program that allows a Player to earn points or other incentive rewards as a result of participating in any Casino Game in any Casino, which points or other incentive rewards are convertible or exchangeable pursuant to the terms and conditions of such program.

“Customer Prepaid Items” means all prepaid items and advanced payments, including deposits, credits, charges and other prepaid expenses made by or on behalf of customers of the Subject Gaming Sites (or either of them) to the Seller or the Existing Operator and pertaining exclusively to the Subject Gaming Sites (or either of them).

“Cutoff Time” means 3:59:59 a.m. (Toronto time) on the Closing Date.

“Data Room” means the secured electronic data room established by OLG pursuant to the RFP.

“Data Room Cutoff Date” means the date that is 27 days before the Submission Deadline.

“Day 1 Critical Transition Activities” means those Transition Activities that are to be completed on or prior to the Closing Date, as set out in the Transition Plan.

“Debtor Relief Laws” has the meaning given in the Casino Operating and Services Agreement.

“Designated Subsidiary” has the meaning given in the Casino Operating and Services Agreement.

“Disclosing Party” has the meaning given in Section 17.1.

“Dispute” has the meaning given in Section 18.1(a).

“Dispute Resolution Procedure” means the dispute resolution procedure set out in Schedule 16.

“Dorchester Leased Real Property” means the leasehold interest of the Existing Operator in the lands and premises described in Part 2 of Schedule 5, including all Improvements owned or leased by the Existing Operator under the Dorchester Premises Lease situated on, in, under, over or forming part of such lands and premises.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Dorchester Premises Lease” means the lease dated April 20, 1997 between Specialty Commercial & Industrial Leasing Inc., as landlord, and The Navegante Corporation of Canada, as tenant, as assigned to the Existing Operator and as such lease has been otherwise amended, extended, supplemented and/or otherwise modified from time to time, a copy of which has been made available to the Service Provider in the Data Room as of the Data Room Cutoff Date.

“DRA” has the meaning given in Section 3.10(a)(i).

“EH Financial Statements” has the meaning given in Section 7.1(z).

“Electronic Games” means reel-type slot machines, video-type slot machines and Electronic Table Games.

“Electronic Table Games” means all table games that utilize a random number generator to calculate or otherwise determine such game’s outcome, whether or not a live dealer is present to enable or control game play.

“Eligible Institution” means [REDACTED]

“Employee” means the individuals set out in Schedule 8 (as same may be updated from time to time pursuant to the terms thereof), each of whom are employed at the Subject Gaming Sites by the Employee Holdco on a full-time, part-time or contract basis (including those employees on disability leave, parental leave or other absence).

“Employee Holdco” means Complex Services Inc., a corporation incorporated under the laws of the Province of Ontario.

“Employee Holdco Contracts” has the meaning given in Section 7.1(y).

“Employee Holdco Prepaid Items” means all prepaid items and advanced payments, including deposits, credits, charges, rent, insurance and other prepaid expenses made by or on behalf of the Employee Holdco.

“Employee Holdco Shares” means all of the issued and outstanding shares of the Employee Holdco.

“Enabling Legislation” means the Ontario Lottery and Gaming Corporation Act, 1999.

“Encumbrance” means any encumbrance, lien, security interest, option, right of first refusal, easement, mortgage, charge, hypothec, indenture, security agreement, restriction, adverse claim, pledge, right of others or any other similar encumbrance.

“Environment” means the ambient air, all layers of the atmosphere, all water including surface water and underground water, all land, all living organisms, all species and the interacting natural systems that include components of air, land, water, living organisms and organic and inorganic matter, and includes indoor spaces.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Environmental Laws” means all Applicable Law relating to the Environment and protection of the Environment or otherwise imposing liability or standards of conduct with respect to the Environment or health matters, including the labelling, use, import, transportation, manufacture, processing, generation, distribution, treatment, storage, discharge, release, reuse or recycling, disposal, clean-up or handling of Hazardous Substances.

“Environmental Reports” means, collectively,

(a) the environmental reports and audit assessments and reports made available to the Service Provider in the folder entitled “RFP 1617-009 - Niagara\Background Information\4.0 Facility Reports\4.05 Environmental Reports\4.05.01 EXP Environmental Reports” in the Data Room as of the Data Room Cutoff Date; and

(b) the environmental reports and audit assessments and reports made available to the Service Provider in the folder entitled “RFP 1617-009 - Niagara\Background Information\4.0 Facility Reports\4.03 Industrial Hygiene” and “RFP 1617-009 - Niagara\Background Information\4.0 Facility Reports\4.05 Environmental Reports\4.05.02 Other Environmental Reports” in the Data Room as of the Data Room Cutoff Date.

“Equipment” means those mechanical, electronic and other equipment and devices, furniture, furnishings, fixtures, supplies, machinery, tools, appliances, signs, decorations, apparatus and other items of tangible personal property owned by the Seller (whether legally or beneficially), including all FF&E, Electronic Games, Live Table Games and Office Equipment and Vehicles owned by the Seller (whether legally or beneficially) and used, or held in storage for use, in connection with the Subject Gaming Sites as set out in Schedule 10, subject to such changes thereto made in the Ordinary Course, and excluding IT Hardware.

“Estimated Closing Net Working Capital” has the meaning set forth in Section 4.2(a).

“Excluded Assets” has the meaning given in Section 3.2.

“Excluded Liabilities” has the meaning given in Section 3.4.

“Execution Date” means the date hereof.

“Existing Auditors” has the meaning given in Section 2.26(a).

“Existing EH Claims” means, collectively, (i) any Claim to which the Employee Holdco is a party as of the Closing Time and (ii) any Claim to which the Employee Holdco becomes a party after the Closing Time to the extent that such Claim relates to any fact, circumstance or event that occurred prior to the Closing Time, other than any Claim relating to the termination of the employment of any Employee by the Employee Holdco following the Closing Time.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Existing General Partner” means Falls Management Company, a corporation incorporated under the laws of the Province of Nova Scotia.

“Existing Operating Agreement” means the Niagara Falls Permanent Casino Operating Agreement dated as of July 19, 2002 between OLG and the Existing Operator (as assignee of the Existing General Partner) relating to the operation of Fallsview Casino Resort and Casino Niagara.

“Existing Operator” means Falls Management Group, L.P., an Ontario limited partnership, acting through its general partner, the Existing General Partner.

“Existing Operator Customer Loyalty Program” means any Customer Loyalty Program from time to time operated by or on behalf of the Existing Operator.

“Existing Operator Indemnified Persons” means the Existing Operator, the Existing General Partner, and their respective partners, shareholders, officers, directors, employees, agents, successors and assigns.

“Existing Retail Lease” means the Niagara Falls Permanent Casino Retail Component Lease dated June 30, 2004 between OLG and the Existing Operator (formerly the Existing General Partner), as such lease has been amended, extended, supplemented and/or otherwise modified from time to time, and which lease will be surrendered and terminated immediately prior to Closing Time.

“Experts” has the meaning given in Section 1(a) of Schedule 16.

“F&B Inventories” means Inventory comprised of food and beverages which are located at the Subject Gaming Sites, and includes such inventories in store rooms, refrigerators, pantries and kitchens but excludes any alcoholic beverages to the extent the sale or transfer is not permitted under Applicable Law.

“Fallsview Buildings” means, individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, in or under the Fallsview Lands, and improvements and fixtures contained in or on such buildings and structures used in the operation of the same, but excluding improvements and fixtures not owned by or on behalf of OLG.

“Fallsview Lands” means the lands and premises described in Part 3 of Schedule 5.

“Fallsview Lease” means the form of lease agreed to by the Parties as of the Execution Date, that is to be dated as of the Closing Date between OLG, as landlord, and the Service Provider, as tenant, pursuant to which OLG agrees to lease: (i) the Fallsview Lands to the Service Provider for the purpose of, among other things, operating a casino, a hotel and a retail shopping centre on such Fallsview Lands; and (ii) the Montrose Lands to the Service Provider.

“Fallsview Owned Real Property” means, collectively, the Fallsview Lands and the Fallsview Buildings.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Fallsview Retail Subleases” means, collectively, (i) the subleases described on Schedule 22, copies of which have been made available to the Service Provider in the Data Room as of the Data Room Cutoff Date, and (ii) amendments to, and terminations, surrenders, renewals and replacements of, the subleases described on Schedule 22 that are entered into (A) following the Data Room Cutoff Date but prior to the Original Execution Date, in the Ordinary Course, or (B) from and after the Original Execution Date until the Closing, in accordance with Section 10.1(c), and the Seller shall have the right to update Schedule 22 from time to time to reflect the foregoing amendments, terminations, surrenders, renewals and replacements.

“FF&E” has the meaning given in the Casino Operating and Services Agreement.

“Final Closing Net Working Capital” has the meaning given in Section 4.3(d).

“Final Closing Statement” has the meaning given in Section 4.3(d).

“Financial Statements” means, collectively, the financial statements referred to in paragraphs 7.1(k)(i)(A) and 7.1(k)(i)(B).

“FIPPA” means the Freedom of Information and Protection of Privacy Act (Ontario).

“First Annual Business Plan” has the meaning given in Section 2.17.

“Fixturing Period” means the “Tenant Operational Testing Period” as such term is defined in the NFEC Lease.

“Force Majeure Event” means any event, condition or circumstance beyond the control of the Party claiming force majeure, but excluding (a) the inability of such Party to obtain financing or any other financial inability on the part of such Party, (b) any changes in any expenses or costs of such Party or changes in the availability of any goods or services; (c) any act or omission of the Party claiming force majeure, (d) any failure of or non-performance by any subcontractor (including any Subcontractor) regardless of cause unless such failure or non-performance is due to an event that would otherwise constitute a Force Majeure Event, (e) any event, condition or circumstance (and the effect or consequence thereof) that arises out of or results from any default, failure or delay by the Party claiming force majeure to take reasonable steps to protect against, prevent or circumvent such event, condition or circumstance, and (f) any event, condition or circumstance (and the effect or consequence thereof) that arises out of or results from any of the matters set out in clauses (a) through (e) of this definition.

“Forward-Looking Historical Non-Gaming Information” means, in relation to the Complex, such non-gaming-related data and information for or in respect of any period of time from and after the Closing Date, that is generated, captured, organized and/or stored by OLG or the Existing Operator prior to the Closing in connection with reservations and bookings relating to the operation of the non-gaming amenities associated with the Complex and that is in the possession or control of OLG, and such data and information is deemed to be an OLG Record for the purposes of the Casino Operating and Services Agreement.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“GAAP” means those accounting principles generally accepted in Canada as recommended in the Handbook of the Canadian Institute of Chartered Accountants at such relevant time, including the International Financial Reporting Standards as adopted by the Canadian Institute of Chartered Accountants until such time as such standards are no longer recommended by the Canadian Institute of Chartered Accountants or a successor organization.

“Gaming Bundle” means, collectively, the geographic area comprised of any one or more Gaming Zones designated by OLG as a gaming bundle.

“Gaming Control Legislation” means, collectively, the Enabling Legislation and the Gaming Control Act, 1992 (Ontario) and the Alcohol and Gaming Regulation and Public Protection Act, 1996 (Ontario), including, in each case, any guideline, policy, standard, directive or bulletin thereunder, in each case, having the force of law and binding on the Person referred to in the context in which the term is used.

“Gaming Revenue” has the meaning given in the Casino Operating and Services Agreement.

“Gaming Site” means any site at which OLG from time to time conducts and manages Casino Gaming, other than any Charitable Gaming Site, any Lottery Retailer and any Internet Gaming Site.

“Gaming Zone” means a geographic area within the Province of Ontario designated from time to time by OLG as a gaming zone.

“Gaming Zone SW10” means the Subject Gaming Zone designated by OLG as Gaming Zone SW10.

“Gaming Zone SW11” means the Subject Gaming Zone designated by OLG as Gaming Zone SW11.

“GMS Interface” has the meaning given in the OLG Policies.

“Governmental Authority” means the government of Canada or of any other nation, or any political subdivision thereof, whether provincial, territorial, state, municipal or local, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, ministry, authority, instrumentality, commission, board, bureau or similar body, whether federal, provincial, territorial, state, municipal or local, and whether foreign or domestic, in each case, having jurisdiction in the relevant circumstances, other than OLG and OGAC.

“Hazardous Substances” means any substance, waste, liquid, gaseous or solid matter, fuel, micro-organism, sound, vibration, ray, heat, odour, radiation, energy vector, plasma, organic or inorganic matter which is or is deemed to be, alone or in any combination, hazardous, hazardous waste, solid or liquid waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination, or is defined, prohibited or regulated by any Environmental Laws.

“Historical Gaming Data” means, in relation to the Subject Gaming Sites for or in respect of any period of time prior to the Closing Date, all gaming-related data and information generated, captured, organized, stored and/or transmitted by OLG or the Existing Operator and in the possession or control of OLG by or in connection with the operation of any Casino or any Casino Game therein.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Historical Non-Gaming Information” means, in relation to the Complex, such non-gaming related data and information as identified by OLG in its sole discretion that is generated, captured, organized and/or stored by OLG or the Existing Operator prior to the Closing relating to the operation of the non-gaming amenities or services associated with the Complex that is in the possession or control of OLG, and such data and information is deemed to be an OLG Record for the purposes of the Casino Operating and Services Agreement and, for greater certainty, excludes Forward-Looking Historical Non-Gaming Information.

“HST” means the harmonized sales tax imposed pursuant to Part IX of the Excise Tax Act (Canada).

“Improvements” means all buildings, structures, works, facilities, services, landscaping, parking and other improvements that are situate on, under or above any of the lands forming part of any Leased Real Property, but excluding FF&E and other furnishings, apparatus and equipment in the nature of trade fixtures.

“Indemnified Party” has the meaning given in Section 14.3(a).

“Indemnifying Party” has the meaning given in Section 14.3(a).

“Information Security Audit” has the meaning given in Section 17.13(b).

“Information Security Incident” has the meaning given in the Casino Operating and Services Agreement.

“Intellectual Property” means all trade names, brand names, business names, trade-marks (including logos), trade-mark registrations and applications, works, service marks, service mark registrations and applications, trade dress rights, copyrights, copyright registrations and applications, inventions, issued patents and pending applications and other patent rights, industrial designs, industrial design registrations and applications and other industrial design rights, integrated circuit topographies, mask works, rights to use Internet domain names and URLs, trade secrets, know-how, policies, equipment and parts lists and descriptions, instruction manuals, inventions, inventors’ notes, research data, unpatented blue prints, drawings and designs, formulae, processes, technology, software and all source and object code versions thereof and all related documentation, all data bases, flow charts, service/operator manuals, internal control manuals and any enhancements, modifications or substitutions thereof and other intellectual property, together with all rights under licences, registered user agreements, technology transfer agreements and other agreements or licences or instruments relating to any of the foregoing.

“Internet Gaming Site” has the meaning given in the Casino Operating and Services Agreement.

“Inventories” means those inventories, including F&B Inventory, owned by the Seller (whether legally or beneficially), including uniforms, stationery and all other materials and operating supplies located in or at the Subject Gaming Sites, to be used or consumed in connection with the Subject Gaming Sites, the categories of which are set out in Schedule 15.

“Issuer” has the meaning given to it in the Securities Act (Ontario).

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“IT Hardware” means the personal computers, computer hardware, telecommunications and information technology systems located at the Subject Gaming Sites and owned by the Seller (whether legally or beneficially) but for greater certainty shall not include any Software.

“Joinder Agreement” has the meaning given in the Casino Operating and Services Agreement.

“Kent Street Parking Licence” means the licence agreement dated August 10, 2005 between Ontario Infrastructure and Lands Corporation (formerly Ontario Realty Corporation) acting as agent on behalf of Her Majesty the Queen in right of Ontario, as licensor, and OLG, as licensee, as amended by an agreement dated as of March 18, 2015 between Her Majesty the Queen in right of Ontario as represented by the Minister of Infrastructure and OLG, and as such licence has been otherwise amended, extended, supplemented and/or otherwise modified from time to time, a copy of which has been made available to the Service Provider in the Data Room as of the Data Room Cutoff Date.

“Kent Street Parking Licensed Property” means all real property that is licensed to OLG pursuant to the Kent Street Parking Licence.

“Knowledgeable Employees” has the meaning given in Section 2.26(a).

“Leased Real Property” means, collectively:

(a) the CN Leased Real Property;

(b) the NFEC Leased Real Property; and

(c) the Dorchester Leased Real Property.

“Liabilities” means, collectively, indebtedness, liabilities, obligations, Claims, Encumbrances, commitments, demands and expenses, whether accrued or unaccrued, absolute, contingent or otherwise.

“Liquor Licence” means any licence or permit held by the Existing General Partner in respect of the CN Leased Real Property and the Fallsview Owned Real Property, which permits the sale of alcoholic beverages from the whole or any part of any of the CN Leased Real Property or the Fallsview Owned Real Property (as the case may be).

“Live Table Games” means games operated by a live dealer at a single gaming table, but excluding Electronic Games.

“Local Progressive Jackpot Casino Games” means progressive jackpot Casino Games operated exclusively at the Subject Gaming Sites.

“Local Progressive Jackpots” means the jackpots for the Local Progressive Jackpot Casino Games, from time to time.

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STRICTLY CONFIDENTIAL

RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Losses” means all losses, damages, penalties, deficiencies, obligations, liabilities (whether accrued, actual, contingent, latent or otherwise), assessments, Taxes, judgements, awards, orders, decrees, rulings, settlements, dues, fines, costs, fees and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants and other experts and professionals, all costs and expenses (including deductibles) incurred in pursuing any related insurance claims and any increases in insurance premiums and other charge-backs, and all costs and expenses incurred in any investigation, collection, prosecution or defence of any Claim).

“Lottery Retailer” means any retailer or other location at which lottery products are available for sale to the public by a seller that is authorized to offer such lottery products for sale in accordance with Applicable Law.

“Mandatory Consents” means those consents described in Schedule 14.

“Mandatory Service Provider Operating Procedures” has the meaning given in Section 2.18.

“Markers Receivable” means all accounts receivable for credit granted to Players of Casino Games at the Subject Gaming Sites as at the Cutoff Time.

“Material Contracts” means the Contracts set out in Schedule 2.

“MG&E ULC” has the meaning given in Recital E.

“Montrose Buildings” means, individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, in or under the Montrose Lands, and improvements and fixtures contained in or on such buildings and structures used in the operation of the same, but excluding improvements and fixtures not owned by or on behalf of OLG.

“Montrose Lands” means the lands and premises described in Part 4 of Schedule 5.

“Montrose Owned Real Property” means, collectively, the Montrose Lands and the Montrose Buildings.

“Net Working Capital” means, at the time in question, the amount equal to (a) the current assets (as determined in accordance with GAAP and Sections 4.3(f), 4.3(g), 4.3(h) and 4.3(i) and in a manner consistent with the Accounting Principles) of the Subject Gaming Sites (including the Employee Holdco), other than the Pre-Closing OLG Amounts and any other Excluded Assets and the Pre-Closing Employee Holdco Amounts, less (b) the current liabilities (as determined in accordance with GAAP and Sections 4.3(f), 4.3(g), 4.3(h) and 4.3(i), and in a manner consistent with the Accounting Principles) of the Subject Gaming Sites (including the Employee Holdco), other than the Excluded Liabilities.

“NFEC Agreements” means, collectively, the NFEC Lease and the NFEC Related Agreements.

“NFEC Commencement Date” means the “Commencement Date” under and as defined in the NFEC Lease.

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Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“NFEC Landlord” means Niagara Falls Entertainment Partners General Partnership, and the successors and assigns thereof.

“NFEC Lease” means the lease entitled “Niagara Falls Entertainment Centre (Offsite) Lease Agreement” dated as of August 3, 2017 between the NFEC Landlord, as landlord, and the NFEC Tenant, as tenant, pursuant to which the NFEC Landlord has agreed to lease the NFEC Leased Real Property to the NFEC Tenant, a copy of which has been made available to the Service Provider in the Data Room as of the Data Room Cutoff Date, as amended by the amending agreement entitled “Omnibus Niagara Falls Entertainment Centre Lease Amendment Agreement” dated August 23, 2018 between the NFEC Landlord and the NFEC Tenant (a copy of which amendment has been made available to the Service Provider in the Data Room prior to the Original Execution Date), as such lease has been further amended, extended, supplemented and/or otherwise modified from time to time.

“NFEC Lease Assignment Date” has the meaning given in Section 12.3.

“NFEC Lease Assignment Delay Event” has the meaning given in Section 12.3.

“NFEC Leased Real Property” means the leasehold interest of OLG in the lands and premises described in Part 5 of Schedule 5, including all Improvements owned or leased by OLG under the NFEC Lease situated on, in, under, over or forming part of such lands and premises.

“NFEC Option to Purchase Agreement” means [REDACTED]

“NFEC Purchase Option” means [REDACTED]

“NFEC Related Agreements” means the agreements listed in Schedule 24.

“NFEC Repair” has the meaning given in Section 12.3.

“NFEC Tenant” means the “Tenant” under and as defined in the NFEC Lease which, as of the Original Execution Date and the Execution Date, is OLG.

“No Fault Delay” means:

(a) the default of OLG (including the failure of OLG to perform or cause to be performed the OLG Transition Activities in a timely manner) other than where the default is attributable to the failure of the Service Provider to perform its obligations contemplated in Article 2 of this Agreement in a timely manner; or

(b) a Force Majeure Event; or

(c) OLG’s exercise of its rights under Section 2.22 (other than where the exercise of such rights is attributable to the failure of the Service Provider to perform its obligations contemplated in Article 2 of this Agreement in a timely manner) that is not attributable to the reasons contemplated by paragraphs (a) or (b) above.

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Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Non-Assignable Rights” has the meaning given in Section 3.6.

“Notice of Loss” has the meaning given in Section 12.2.

“Notice of Objection” has the meaning given in Section 4.3(b).

“Office Equipment” means the furniture, furnishings, office equipment and office supplies owned by the Seller (whether legally or beneficially) and used in connection with the Subject Gaming Sites.

“OGAC” has the meaning given in the Preamble.

“OLG” has the meaning given in the Preamble.

“OLG COSA Indemnification Cap” means the “Indemnification Cap” as defined in the Casino Operating and Services Agreement, as it relates to OLG.

“OLG NFEC Lease Assignment Default” means, in the case of an NFEC Lease Assignment Delay Event, the failure by OLG to thereafter assign and transfer the NFEC Agreements to the Service Provider on the NFEC Commencement Date or the date on which the NFEC Repair has been completed, as applicable, in accordance with Section 12.3.

“OLG Owned Software” means the Software listed in Schedule 23, which Software is owned by the Seller (whether legally or beneficially) and used exclusively in connection with the operation of the Subject Gaming Sites (or either of them).

“OLG Personal Information” has the meaning given in Section 17.6.

“OLG Policies” has the meaning given in the Casino Operating and Services Agreement.

“OLG Post-Closing Transition Activities” means those Transition Activities to be performed by or on behalf of OLG following Closing, as set out in the Transition Plan.

“OLG Pre-Closing Transition Activities” means those Transition Activities to be performed by or on behalf of OLG on or prior to Closing, as set out in the Transition Plan.

“OLG Records” has the meaning given in Section 17.6.

“OLG TAPA Indemnification Cap” has the meaning given in Section 14.1(c).

“OLG Transition Activities” means, collectively, the OLG Pre-Closing Transition Activities and OLG Post-Closing Transition Activities.

“OLG Transition Representative” has the meaning given in Section 2.14.

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RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Ontario Ministerial Approvals” means, collectively:

(a) approval under Section 28 of the Financial Administration Act (Ontario) in respect of this Agreement, the Casino Operating and Services Agreement and the OLG Policies, to the extent that such agreements and policies contain any financial arrangement, financial commitment, guarantee, indemnity or similar transaction that would increase, directly or indirectly, the indebtedness or contingent liabilities of the Province of Ontario; and

(b) approval of Chair of Management Board and the Minister of Finance under Section 4(2) of the Ontario Lottery and Gaming Corporation Act, 1999.

“Operating Manual” has the meaning given in the Casino Operating and Services Agreement.

“Operating Procedure Submission Date” means the date by which the Service Provider is to develop and provide to OLG the Mandatory Service Provider Operating Procedures, as set out in the Transition Plan in Schedule 6, Part 1.

“Operating Year” has the meaning given in the Casino Operating and Services Agreement.

“Operations Committee” has the meaning given in the OLG Policies.

“Ordinary Course” means, with respect to an action or inaction of or by any Person in connection with that Person’s business, that such action or inaction is generally consistent with the manner in which the management and operation of the business of such Person has been managed and operated to the Original Execution Date.

“Original Agreement” has the meaning given in Recital E.

“Original Execution Date” means September 10, 2018.

“Other Party” has the meaning given in Section 3.10(c).

“Outside Date” means July 16, 2019, subject to any extension contemplated by Sections 12.2 or 15.6 or any extension as may be agreed upon in writing by the Parties.

“Owned Real Property” means, collectively:

(a) the Fallsview Owned Real Property; and

(b) the Montrose Owned Real Property.

“Parking Licence” means the licence agreement dated July 2005 between Canadian Niagara Hotels Inc., as licensor, and the Existing Operator (as assignee of Falls Management Company), as licensee, pursuant to which Canadian Niagara Hotels Inc. licensed to the Existing Operator the use of the 7-level parking structure adjacent to Casino Niagara for the purpose of parking motor vehicles, as amended by a licence amending agreement dated March 20, 2007, a letter from Canadian Niagara Hotels Inc. to Casino Niagara dated January 10, 2008, an amending agreement dated as of

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RFP No. 1617-009

Gaming Bundle 8 (Niagara) – TAPA – Execution Version

December 22, 2009 between, among others, Canadian Niagara Hotels Inc. and OLG, a letter from Canadian Niagara Hotels Inc. to OLG dated December 22, 2009, a letter from OLG to Canadian Niagara Hotels Inc. dated January 15, 2010, and a consent and amending agreement dated July 23, 2018 between Canadian Niagara Hotels Inc., OLG and the Existing Operator, a copy of which has been made available to the Service Provider in the Data Room as of the Original Execution Date, as such licence has been further amended, extended, supplemented and/or otherwise modified from time to time.

“Parking Licensed Property” means all real property that is licensed to the Existing Operator and/or OLG pursuant to the Parking Licence.

“Parties” means, collectively, the Service Provider, OLG and OGAC, unless otherwise expressly provided herein and “Party” means any of the Parties.

“Pension Plan” means the Pension Plan for Employees of Complex Services Inc., [REDACTED]

“Percentage Gaming Revenue Decrease” has the meaning given in Section 12.2.

“Performance Security” has the meaning given in the Casino Operating and Services Agreement.

“Permitted Encumbrances” means in respect of the Purchased Assets or the Owned Real Property:

(a) Encumbrances for Taxes, assessments, charges of a Governmental Authority or levies incurred by the Seller, the Existing Operator, the Existing General Partner or the Employee Holdco in the Ordinary Course that are not yet due and payable or delinquent;

(b) subject to Sections 7.1(e)(x) and 7.1(e)(xi), mechanics’, construction, workmen’s, repairmen’s, warehousemen’s, processor’s, landlord’s, carrier’s, maritime, materialmen’s or other like liens, including all statutory Encumbrances, liens for electricity, power, gas, water and other services and utilities, arising or incurred in the Ordinary Course, for obligations which are not delinquent, or which are being contested in good faith and diligently by appropriate proceedings (it being acknowledged that such obligations shall be Excluded Liabilities for the purposes of this Agreement and subject to the indemnifications provided for in Section 14.1(a)) or which have not yet been filed or registered in accordance with Applicable Law or in respect of which written notice has not been given in accordance with Applicable Law;

(c) rights reserved to or vested in any municipality or Governmental Authority by any statutory provision;

(d) any subsisting reservations, limitations, restrictions, qualifications, provisions and conditions contained in any original grants from the Crown of any land or interests therein and reservations of undersurface rights to mines and minerals of any kind;

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(e) any minor imperfection or defect of title which do not and would not, individually or in the aggregate, reasonably be expected to impair in any material respect the use, development potential, operation, value or marketability of a Subject Gaming Site for the purposes for which it is presently held;

(f) encroachments by any one or more of the Improvements or the Buildings on, at or in the Subject Gaming Sites over abutting lands and/or encroachments by improvements on, at or in any abutting lands over any one or more of the Subject Gaming Sites;

(g) zoning, use and building by-laws and ordinances, and by-laws and regulations of any Governmental Authority as to the use of the Subject Gaming Sites or any part thereof;

(h) any Encumbrances relating to the Assumed Liabilities;

(i) the Encumbrances referred to in Schedule 4 to this Agreement, subject to the qualifications described in paragraphs (l) and (m) below;

(j) permits, reservations, watercourses, rights of water, rights of access or user, easements, rights of way, restrictions, building schemes, licences, restrictive covenants and servitudes, airport zoning regulations and other similar rights in land (including, without limitation, licences, easements, rights of way, servitudes and rights in the nature of easements for walkways, sidewalks, public ways, sewers, drains, gas, soil, steam and water mains or pipelines, electrical lights and power, telephone, television and cable conduits, poles, wires or cables) granted to, reserved or taken by any Person which do not, individually or in the aggregate, materially impair the use, development potential, operation, value or marketability of a Subject Gaming Site for the purposes for which it is presently held and any rights reserved or vested in any Governmental Authority or public or private utility by the terms of any lease, licence, franchise, grant, agreement or permit, subdivision, development, servicing, encroachment, site plan or other similar agreement with any Governmental Authority or public or private utility;

(k) the Real Property Leases and any notices of the Real Property Leases registered on title to the Subject Gaming Sites, including all easements, rights of way, restrictions, restrictive covenants, servitudes and other similar rights in land contained in such Real Property Leases, and any leasehold mortgages or security interests or other liens relating to tenants under such Real Property Leases or their interest in respect thereof and which do not encumber the interest of the Seller in and to a Subject Gaming Site;

(l) any subdivision agreements, site plan control agreements, development agreements or other similar agreements with municipal or other Governmental Authorities or utilities affecting the development or the use of a Subject Gaming Site, including to the extent such agreements are referred to in Part A of Schedule 4 to this Agreement, provided, in each case, same have been complied with in all material respects as of Closing;

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(m) any facility, cost sharing, servicing, reciprocal or other similar agreements, which are necessary or of advantage to the use and/or operation of a Subject Gaming Site, including to the extent such agreements are referred to in Part A of Schedule 4 to this Agreement, provided (i) if any of such agreements are unregistered, copies of same have been made available to the Service Provider in the Data Room as of the Data Room Cutoff Date and (ii) such agreements have been complied with in all material respects as of Closing;

in each case, provided further that the Encumbrance does not result in any of the Seller’s representations and warranties in Section 7.1 being untrue or incorrect in any material respect (other than the representation and warranty in Section 7.1(g)), and

(n) any Encumbrances for which OLG provides an indemnity to the Service Provider; and

(o) any Encumbrance that is registered on title to a Subject Gaming Site in priority to the interest of the Seller in such Subject Gaming Site where such Encumbrance is either not identified in Schedule B to a Title Insurance Policy or where the title insurer issuing a Title Insurance Policy has otherwise agreed that such Encumbrance shall not constitute an exception to coverage under such Title Insurance Policy.

“Permitted Use” has the meaning given in the NFEC Lease.

“Person” means any individual, firm, sole proprietorship, limited or unlimited liability corporation, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, body corporate, joint venture, trust, trustee, pension fund, Union, Governmental Authority, Issuer, and a natural person including in such person’s capacity as trustee, heir, beneficiary, executor, administrator or other legal representative.

“Personal Information” means information about an identifiable individual and collected, used, disclosed, processed or retained by the Service Provider including any information determined by any Governmental Authority to be personal information regulated by any Privacy Law applicable to any Party as well as information regarding Players, customers, suppliers, employees and agents, such as an individual’s name, address, age, gender, identification number, income, family status, citizenship, employment, assets, liabilities, source of funds, payment records, credit information, personal references and health records.

“PIPEDA” means the Personal Information Protection and Electronic Documents Act (Canada).

“Player” has the meaning given in the Casino Operating and Services Agreement.

“Post-Closing OLG Policies” has the meaning given in Section 2.19(a).

“Post-Closing OLG Policies Transition Plan” has the meaning given in Section 2.19(a).

“Post-Closing Transition Activities” means, collectively, the Service Provider Post-Closing Transition Activities and OLG Post-Closing Transition Activities.

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Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Post-Closing Transition Period” means the period commencing immediately following Closing and terminating on the Transition Completion Date.

“Post-Submission Period” means the period of time from the Submission Deadline to the Closing Date.

“Pre-Closing” means the pre-closing of the purchase and sale of the Purchased Assets, whereby the Seller’s solicitors, on behalf of the Seller, and the Service Provider’s solicitors, on behalf of the Service Provider, shall confirm to each other, among other things, the satisfaction of the matters described in Section 3.5(b) and Section 3.10(d) and that the Parties are otherwise in a position to complete the Closing effective as of the Closing Time, subject only as otherwise provided in Section 3.10(d).

“Pre-Closing Date” means the date that is the Business Day immediately prior to the Closing Date or such other date as the Parties may agree upon in writing as the date upon which the Pre-Closing shall take place (subject to the automatic extension of the Pre-Closing Date to the first Business Day immediately before the Closing Date if the Closing Date is extended pursuant to Sections 1.3, 2.21(a), 2.22(b)(i), 3.9, 12.2 or 15.6).

“Pre-Closing Employee Holdco Amounts” means any and all amounts due and owing or that may become due and owing to the Employee Holdco from third parties (including Governmental Authorities) and that have not been paid, reimbursed or refunded to the Employee Holdco prior to the Closing Date in respect to any period prior to the Closing Date.

“Pre-Closing Hotel Amounts” means any and all amounts due and owing to the Seller or the Existing Operator for all amounts charged to the open accounts of any guests staying at the hotel at the Subject Gaming Site within Gaming Zone SW11 for guest, conference, meeting and banquet rooms or other facilities (including any restaurant, bar or banquet services or any other goods or services provided by or on behalf of the Seller to such guests) at such Subject Gaming Site attributable to the period prior to the Closing Time.

“Pre-Closing OLG Amounts” means any and all amounts due and owing or that may become due and owing to the Seller or the Existing Operator from third parties and that have not been paid, reimbursed or refunded to the Seller or the Existing Operator prior to the Closing Date in connection with any Real Property Leases, the CN Licence, the Parking Licence, the Kent Street Parking Licence or any Contracts or otherwise relating to any of the Purchased Assets in respect to any period prior to the Closing Date, including, amounts subject to reconciliation based on estimated payments made under Contracts, the CN Premises Lease, the Dorchester Premises Lease, the CN Licence, the Parking Licence and the Kent Street Parking Licence and those specific amounts set out in Schedule 17, subject to such changes thereto made in the Ordinary Course, but excluding the Markers Receivable and the Pre-Closing Hotel Amounts.

“Pre-Closing Transition Activities” means, collectively, the Service Provider Pre-Closing Transition Activities and OLG Pre-Closing Transition Activities.

“Pre-Closing Transition Objectives” has the meaning given in Section 2.5.

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“Pre-Closing Transition Period” means the period commencing on the Original Execution Date and terminating on Closing.

“Prepaid Items” means all prepaid items and advanced payments, including deposits, credits, charges, rent, insurance and other prepaid expenses made by or on behalf of the Seller or the Existing Operator and pertaining exclusively to the Subject Gaming Sites (or either of them).

“Privacy Law” means all Applicable Law governing the collection, use, disclosure and retention of Personal Information, including the PIPEDA and FIPPA.

“Provincial Entity” has the meaning given in the Casino Operating and Services Agreement.

“Purchase Price” has the meaning given in Section 4.1.

“Purchased Assets” has the meaning given in Section 3.1.

“Real Property Leases” means, collectively:

(a) the CN Premises Lease;

(b) the NFEC Lease; and

(c) the Dorchester Premises Lease.

“Receiving Party” has the meaning given in Section 17.1.

“RFP” means the request for proposals for modernizing land-based gaming in Ontario for the Subject Gaming Bundle issued by OLG as RFP No. 1617-009, together with all addenda thereto issued by OLG from time to time.

“Seller” means, collectively, OLG and OGAC or either one of them, as the context may require.

“Seller Indemnified Persons” has the meaning given in Section 14.1(b).

“Service Provider” has the meaning given in the Preamble.

“Service Provider COSA Indemnification Cap” means the “Indemnification Cap” as defined in the Casino Operating and Services Agreement, as it relates to the Service Provider.

“Service Provider Indemnified Persons” has the meaning given in Section 14.1(a).

“Service Provider NFEC Lease Assignment Default” means, in the case of an NFEC Lease Assignment Delay Event, the failure by the Service Provider to thereafter accept and assume the NFEC Agreements from OLG on the NFEC Commencement Date or the date on which the NFEC Repair has been completed, as applicable, in accordance with Section 12.3.

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“Service Provider Personnel” has the meaning given in the Casino Operating and Services Agreement.

“Service Provider Post-Closing Transition Activities” means those Transition Activities to be performed by the Service Provider following Closing, as set out in the Transition Plan and for greater certainty includes the obligations of the Service Provider under Section 2.4, Section 2.19(c), Section 2.19(d), Section 2.24, Section 2.26, Section 2.27, Section 2.28 and Section 2.29.

“Service Provider Pre-Closing Transition Activities” means those Transition Activities to be performed by the Service Provider on or prior to Closing, as set out in the Transition Plan.

“Service Provider TAPA Indemnification Cap” has the meaning given in Section 14.1(d).

“Service Provider Transition Activities” means, collectively, the Service Provider Pre-Closing Transition Activities and the Service Provider Post-Closing Transition Activities.

“Service Provider Transition Default” has the meaning given in Section 2.20.

“Service Provider Transition Representative” has the meaning given in Section 2.14.

“Services” has the meaning given in the Casino Operating and Services Agreement.

“Site Gift Certificates” means any gift certificate or gift card issued at any time by or on behalf of OLG that is redeemable for Cash or Cash Equivalents at either of the Subject Gaming Sites.

“Site GMS” has the meaning given in the OLG Policies.

“Site GMS Roll Out Completion Date” means the earlier of: (a) the date on which the Service Provider has achieved GMS Interface for all of the Subject Gaming Sites, all in compliance with the OLG Policies, and (b) the date that is 18 months following the Closing Date, or such later date as may be agreed to in writing by OLG.

“Software” means computer software programs and all related documentation, manuals, source code and object code.

“SP Group” has the meaning given in the Casino Operating and Services Agreement.

“SP Information Security Incident” has the meaning given in Section 17.13(d).

“Standard Service Provider Operating Procedures” has the meaning given in the Casino Operating and Services Agreement.

“Structural Elements” means those parts of the Fallsview Buildings consisting of the footings and foundations, structural columns and beams, structural subfloors, bearing walls, curtainwalls, joists, the roof, roof membrane and roof deck, exterior wall assemblies, including weather walls and bearing walls, exterior windows and the component parts of such structural elements.

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Gaming Bundle 8 (Niagara) – TAPA – Execution Version

“Subcontractor” has the meaning given in the Casino Operating and Services Agreement.

“Subject Gaming Bundle” means the Gaming Bundle designated by OLG as Gaming Bundle 8 (Niagara), being comprised of the Subject Gaming Zones.

“Subject Gaming Sites” means the Gaming Sites at which OLG is conducting and managing Casino Gaming within the Subject Gaming Zones, together with the non-gaming amenities associated therewith, other than any Charitable Gaming Site, any Lottery Retailer, any Internet Gaming Site and any warehouse, support, office or distribution facility or premises serving more than one Gaming Bundle or serving any other businesses of the Seller, in each case, within the Subject Gaming Zones and, save as otherwise expressly set out in this Agreement, a reference to Subject Gaming Sites herein means any or all of the Subject Gaming Sites as the context may require or permit.

“Subject Gaming Zones” means the Gaming Zones designated by OLG as Gaming Zone SW10 and Gaming Zone SW11, the geographic boundaries of which are described and illustrated in Schedule 1 and, save as otherwise expressly set out in this Agreement, a reference to Subject Gaming Zones herein means any or all of the Subject Gaming Zones as the context may require or permit.

“Submission Deadline” means May 31, 2018.

“Surviving RFP Obligations” means, collectively, the provisions of Section 3 of Part 3, and Sections 2.4(3), 3.8, 3.10, 3.19, 3.20 (except as modified by this Agreement), 3.21, 3.22, 4.5(1)(b), 5.2, 6.1(3) and 6.1(5), in each case, of Part 6, of the RFP.

“Target Working Capital” means zero dollars ($0.00).

“Tax” or “Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, charges, fees, levies, imposts and other assessments, including all income, sales, use, goods and services, HST, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, franchise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, royalties, duties, deductions, compulsory loans or similar charges in the nature of a tax, including Canada Pension Plan contributions and equivalent contributions under provincial or foreign Applicable Law, employment insurance premiums and workers compensation premiums, together with any instalments, and any interest, fines, penalties, or addition to tax imposed by any Governmental Authority, whether disputed or not.

“Tax Act” means the Income Tax Act (Canada).

“Tax Return” and “Tax Returns” have the meaning given in Section 2.28(a).

“Tenant Installation Period” means the period of time during which the NFEC Tenant is granted access to the NFEC Leased Real Property in order to complete the Tenant Installation Activities (as defined in the NFEC Lease) pursuant to section 2.4 of the NFEC Lease.

“Tendering Party” has the meaning given in Section 3.10(c).

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“Term” has the meaning given in the Casino Operating and Services Agreement.

“Termination Costs” means, without duplication,

(a) the reasonable out-of-pocket direct costs related solely to the performance by the Service Provider of the Service Provider Pre-Closing Transition Activities, including all legal and accounting costs;

(b) the reasonable out-of-pocket direct costs related solely to the installation of any equipment and trade fixtures of the Service Provider in the NFEC Leased Real Property in accordance with Section 2.25;

(c) any loss of profit suffered by the Service Provider or any of its contractors, subcontractors or suppliers of any tier as a result of the termination of this Agreement;

(d) the reasonable out-of-pocket costs incurred by the Service Provider as a result of the termination of this Agreement, including notice, termination and severance payments for employees and breakage costs for leases and contracts (as specified in such leases and contracts), in each case, that are reasonably required to be incurred by the Service Provider as a result of the termination of this Agreement; and

(e) an amount equal to [REDACTED],

provided that the Termination Costs referred to in subsections (a), (b), (c) and (d) above shall be reduced to the extent that the Service Provider or any of its contractors, subcontractors or suppliers of any tier fails to use commercially reasonable efforts to mitigate such costs and losses, and provided further, that no account should be taken of any costs and losses of the Service Provider or any of its contractors, subcontractors or suppliers of any tier arising out of:

(i) agreements or arrangements entered into by the Service Provider or any of its contractors, subcontractors or suppliers of any tier to the extent that such agreements or arrangements were not entered into in connection with the Service Provider’s obligations in relation to the Service Provider Pre-Closing Transition Activities (including, for certainty, any agreements or arrangements for the acquisition, development, lease or licence of any real property in connection with a proposed relocation of any or all of the Subject Gaming Sites); or

(ii) agreements or arrangements entered into by the Service Provider or any of its contractors, subcontractors or suppliers of any tier other than in the Ordinary Course and on commercial arm’s length terms, save to the extent that such amounts would have arisen if such agreements or arrangements had been entered into in the Ordinary Course and on commercial arm’s length terms.

“TERS” has the meaning given in Section 3.10(a).

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“Third Party Contributor” has the meaning given in Section 9.3(a)(ii).

“Title Insurance Policy” means an owner’s (or tenant’s in respect of a leasehold interest) commercial title insurance policy that is issued by a national title insurance company and includes the Service Provider as a named beneficiary and that, at a minimum, includes gap coverage.

“Topco” has the meaning given in the Casino Operating and Services Agreement.

“Transactions” means the transactions contemplated by this Agreement.

“Transfer Taxes” has the meaning given in Section 3.7.

“Transition Activities” means, collectively, the Service Provider Transition Activities and the OLG Transition Activities.

“Transition Completion Date” means the date upon which all Transition Activities have been performed.

“Transition Dispute” has the meaning given in Section 18.1(a).

“Transition Period” means, collectively, the Pre-Closing Transition Period and Post-Closing Transition Period.

“Transition Plan” means the transition plan attached to this Agreement as Schedule 6.

“Transition Representatives” means, collectively, the OLG Transition Representative and the Service Provider Transition Representative.

“Transition Working Committee” has the meaning given in Section 2.15(a).

“Union” means any organization of employees formed for purposes that include the regulation of relations between employees and employers and includes a provincial, territorial, national or international union, a certified council of unions, a designated or certified employee bargaining agency, an affiliated bargaining agent, and any organization which has been declared a union pursuant to Applicable Law or which may qualify as a union.

“Vehicles” means all automobiles, trucks, trailers, cars and other motor vehicles owned or leased by the Seller or the Existing Operator and used exclusively in connection with the Subject Gaming Sites.

“Win Tax” means any and all amounts payable by OLG pursuant to Ontario Regulation 199/00, made pursuant to Section 14(1)2 of the Enabling Legislation, in respect of the operation of the Casinos.

1.2 Other Terms

Other terms may be defined elsewhere in this Agreement and, unless otherwise indicated, will have such meanings throughout this Agreement. Terms defined by reference to other agreements or instruments, including the Casino Operating and Services Agreement, have the meanings given to them therein on the Execution Date.

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1.3 Rules of Construction

Except as otherwise specifically provided in this Agreement and unless the context otherwise requires, the following rules of construction will apply to this Agreement:

(a) the division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement;

(b) references in this Agreement to “Articles”, “Sections”, “Exhibits” and “Schedules” refer, respectively, to Articles of, Sections of, and Exhibits and Schedules to, this Agreement;

(c) “hereunder”, “herein”, “hereto” and “hereof”, when used in this Agreement, refer to this Agreement and not to a particular Section or clause of this Agreement;

(d) “including” means “including, but not limited to” and “include” or “includes” means “include, without limitation” or “includes, without limitation”;

(e) words importing the singular number only will include the plural and vice versa and words importing the use of any gender will include all genders;

(f) references to any document, instrument or agreement, including this Agreement, (i) will include all exhibits, schedules and other attachments thereto; (ii) will include all documents, instruments or agreements issued or executed in replacement thereof; and (iii) will mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, restated, amended and restated, modified or supplemented from time to time (to the extent permitted hereunder) and in effect at the given time;

(g) references to any Person will include such Person’s successors and assigns (in the case of the Service Provider, to the extent permitted hereunder);

(h) any time period within which a payment is to be made or any other action is to be taken hereunder (including the calculation of any interest payable under this Agreement for any period of time) will be calculated excluding the day on which the period commences and including the day on which the period ends;

(i) whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment will be made, action will be taken or period will expire on the next following Business Day;

(j) “month” means “calendar month”;

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(k) all sums of money that are referred to in this Agreement are expressed in lawful money of Canada;

(l) references to “discretion” or “sole discretion” mean the absolute, sole, unqualified, subjective discretion of the Party having or exercising such discretion, and all references to “judgement” or “satisfaction” mean the absolute, sole, unqualified, subjective judgement or satisfaction of the Party having, exercising, or entitled to such judgement or satisfaction; and

(m) the interpretation of this Agreement will not permit a revenue, Loss, recovery, receipt, payment, reserve or reimbursement to be duplicated.

1.4 Statutes

Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder and all applicable guidelines, policies, standards, directives and bulletins made in connection therewith and that are legally binding, in each case, as amended, re-enacted, consolidated or replaced from time to time and, in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision will be read as referring to such amended, re-enacted, consolidated or replaced provision.

1.5 Accounting Principles

All accounting terms not specifically defined in this Agreement will be construed from time to time in accordance with the Accounting Principles. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement, such determination or computation will, to the extent applicable, and except as otherwise specified in this Agreement or as otherwise agreed in writing by the Parties, be made in accordance with the Accounting Principles. OLG will provide written notice to the Service Provider within a reasonable time prior to adopting any change in its application or interpretation of the Accounting Principles that would reasonably be expected to have an effect on the Service Provider or the Service Provider’s other obligations, covenants and agreements hereunder.

1.6 Priority of Documents

In the event of any conflict or inconsistency between the provisions of any of the following documents, then, unless the Parties agree otherwise in writing, the following descending order of priority will apply to the extent of such conflict or inconsistency:

(a) first, following Closing, the terms and conditions of the Casino Operating and Services Agreement;

(b) next, following Closing, the terms and conditions of the Fallsview Lease;

(c) next, the terms and conditions of this Agreement;

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(d) next, the terms and conditions of the Assignment and Assumption Documents;

(e) next, the OLG Policies; and

(f) finally, the Mandatory Service Provider Operating Procedures.

1.7 No Interference with Statutory Powers and Duties and Limitations on Power and Authority

(a) Nothing in this Agreement, including any requirement for OLG to act reasonably, or to use commercially reasonable efforts, will be interpreted as requiring OLG to act in any manner contrary to, or that interferes with, the exercise by OLG of any legislative or statutory power or duty, including any statutes and regulations of OLG, whether existing prior to, on or after the Original Execution Date.

(b) The Service Provider acknowledges and agrees that, as between OLG and the Service Provider, OLG has the sole authority to conduct and manage lottery schemes in the Province of Ontario, including in the Subject Gaming Bundle, in accordance with paragraph 207(1)(a) of the Criminal Code and in accordance with the Gaming Control Legislation. The respective rights and obligations of the Parties hereunder will be interpreted in light of and subject to, and so as to not restrict or abrogate, OLG’s authority to conduct and manage lottery schemes in the Province of Ontario.

(c) In addition to the other limitations on the powers and authority of the Service Provider specified in this Agreement, in performing the Service Provider Transition Activities and its other obligations, covenants and agreements hereunder, the Service Provider will have no authority to take, and will not take, any action that is in any manner inconsistent with this Agreement or Applicable Law and without limiting the generality of the foregoing:

(i) the Service Provider will at all times take into account the requirements of paragraph 207(1)(a) of the Criminal Code;

(ii) except:

(A) as expressly permitted in writing by OLG;

(B) as expressly provided herein; or

(C) following Closing, as expressly provided in the Casino Operating and Services Agreement, the Service Provider will not enter into any agreement with any third party as agent of OLG, OGAC or of the Crown, or otherwise hold itself out as an agent acting on behalf of OLG, OGAC or of the Crown, as principal;

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(iii) any provision of this Agreement that confers any right, power, authority, entitlement or obligation on the Service Provider will be deemed to reserve for OLG any aspect of the discharge of that right, power, authority, entitlement or obligation that constitutes in any respect OLG’s authority to conduct and manage lottery schemes in accordance with the Criminal Code, it being the mutual intention of the Parties that the rights, powers, authority, entitlements and obligations of the Service Provider under this Agreement will in no way restrict or abrogate OLG’s authority to conduct and manage lottery schemes in the Province of Ontario or result in the Service Provider conducting and managing, or being found to conduct and manage, in whole or in part, alone or together with OLG, any aspect of any lottery scheme in the Province of Ontario; and

(iv) the Service Provider will not, without obtaining the prior written consent of OLG, which consent may be withheld or conditioned in the sole discretion of OLG, take any action that might have an adverse effect on the conduct and management by OLG of lottery schemes in the Province of Ontario.

1.8 Exclusion of Crown Liability

The Parties acknowledge and agree that the remedies, recourse and rights of the Service Provider and the other Service Provider Indemnified Persons under or in connection with this Agreement, including pursuant to Article 14, are intended by them to be, and will be, limited to the Service Provider’s and the other Service Provider Indemnified Persons’ remedies, recourse and rights as against the Seller or any successor or permitted assignee of the Seller that becomes party to or otherwise assumes the Seller’s obligations under this Agreement. In furtherance of the foregoing:

(a) the Service Provider covenants and agrees that, notwithstanding that OLG is an agent of the Crown or that any successor or permitted assignee of OLG that becomes party to or otherwise assumes OLG’s obligations under this Agreement may be an agent of the Crown, neither the Service Provider nor any other Service Provider Indemnified Person will make any Claim or seek to enforce any remedy, recourse or right against any Provincial Entity other than OLG or OGAC or their successors or permitted assignees; and

(b) the Service Provider, for itself and for and on behalf of the other Service Provider Indemnified Persons, hereby waives and releases all Claims, remedies, recourse and rights that the Service Provider or any other Service Provider Indemnified Person ever had, now has or may hereafter have against any Provincial Entity other than the Seller or any successor or permitted assignee of the Seller that becomes party to or otherwise assumes the Seller’s obligations under this Agreement,

in each case (i) in respect of the Seller’s (or in respect of such successor’s or permitted assignee’s) obligations under or in connection with this Agreement, including pursuant to Article 14, or (ii) for any act, omission or liability of the Seller (or of any such successor or permitted assignee) or for which the Seller (or such successor or permitted assignee) is responsible, whether relating to this Agreement, the OLG Transition Activities, the Services or otherwise in accordance with this Agreement.

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1.9 Schedules

The following Schedules attached hereto are integral to and form part of this Agreement:

Schedule 1	–	Subject Gaming Zones
Schedule 2	–	Material Contracts, Breaches, etc.
Schedule 3	–	Intentionally Deleted
Schedule 4	–	Permitted Encumbrances
Schedule 5	–	Legal Description of Real Property
Schedule 6	–	Transition Plan
Schedule 7	–	Contracts
Schedule 8	–	Employment Matters
Schedule 9	–	Pension and Benefit Matters
Schedule 10	–	Equipment
Schedule 11	–	Completion Documents
Schedule 12	–	Form of Closing Estimate and Closing Statement
Schedule 13	–	Claims; Violations
Schedule 14	–	Mandatory Consents
Schedule 15	–	Inventories
Schedule 16	–	Dispute Resolution Procedure
Schedule 17	–	List of Specific Pre-Closing OLG Amounts
Schedule 18	–	Purchase Price Allocation
Schedule 19	–	Property Tax Appeals and Reassessments
Schedule 20	–	Non-Arm’s Length Transactions
Schedule 21	–	Intentionally Deleted
Schedule 22	–	Fallsview Retail Subleases
Schedule 23	–	OLG Owned Software
Schedule 24	–	NFEC Related Agreements

1.10 Amendment and Restatement

Effective as of the Execution Date, this Agreement amends and restates, in its entirety, and supersedes the Original Agreement. The Parties acknowledge and agree that this Agreement constitutes an amendment and restatement of the Original Agreement validly made under and in accordance with Section 18.7 of the Original Agreement.

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ARTICLE 2

TRANSITION

2.1 Intention of the Parties

(a) It is the intention of the Parties that operational responsibility for the Subject Gaming Sites will be transitioned from the Existing Operator to the Service Provider in an orderly and efficient manner by Closing. The Parties have jointly determined the Day 1 Critical Transition Activities required to be completed in order to achieve the transition of operational responsibility for the Subject Gaming Sites by Closing. The provisions of this Article 2 are intended to create a framework for an interactive and cooperative approach to the achievement of the Day 1 Critical Transition Activities by Closing and the timely completion of all other Transition Activities.

(b) Notwithstanding Section 2.1(a) or anything to the contrary contained in this Agreement, the Parties agree that: (i) in no event shall any of the Pre-Closing Transition Activities identified in Part 1 of Schedule 6 under the heading “Gaming Operations - Fallsview Owned Real Property” be deemed to be Day 1 Critical Transition Activities; and (ii) the failure to complete any such Pre-Closing Transition Activities on or prior to the date identified in Part 1 of Schedule 6 under the column titled “Time Required to Complete” shall not delay or extend Closing, the Closing Date or the Outside Date.

2.2 Pre-Closing Transition Activities

During the Pre-Closing Transition Period:

(a) the Service Provider shall perform the Service Provider Pre-Closing Transition Activities;

(b) OLG shall perform or cause to be performed, whether by the Existing Operator or otherwise, the OLG Pre-Closing Transition Activities and for the purposes of this Article 2, references to OLG performing the OLG Pre-Closing Transition Activities, including, all covenants, liabilities and obligations relating thereto, shall be deemed to include those OLG Pre-Closing Transition Activities that are performed by the Existing Operator or otherwise on behalf of OLG,

in each case, as specified in the Transition Plan.

2.3 Post-Closing Transition Activities

During the Post-Closing Transition Period:

(a) the Service Provider shall perform the Service Provider Post-Closing Transition Activities; and

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(b) OLG shall perform or cause to be performed the OLG Post-Closing Transition Activities and for the purposes of this Article 2, references to OLG performing the OLG Post-Closing Transition Activities, including all covenants, liabilities and obligations relating thereto, shall be deemed to include those OLG Post-Closing Transition Activities that are performed on behalf of OLG,

in each case, as specified in the Transition Plan.

2.4 Central GMS and Existing Operator Customer Loyalty Program

(a) The Service Provider is required to:

(i) use the Central GMS, including utilizing the Existing Operator Customer Loyalty Program as the only Customer Loyalty Program for each Subject Gaming Site, until (in all cases) the date that GMS Interface has been achieved for the applicable Subject Gaming Site;

(ii) observe and comply with OLG’s internal control manuals, protocols and practices, copies of which have been made available to the Service Provider in the folders entitled “RFP 1617-009 - Niagara\Background Information\5.0 Operations\5.06 Operations Manuals”, “RFP 1617-009 - Niagara\Background Information\9.0 Information Technology\9.04 Niagara Bundle Specific Documents” and “RFP 1617-009 - Niagara\Background Information\8.0 Legal & Procurement\8.01.04 AGCO Registrar’s Standards for Gaming” in the Data Room as of the Data Room Cutoff Date, as same apply to the Central GMS for each Subject Gaming Site until the date that GMS Interface has been achieved for the applicable Subject Gaming Site; and

(iii) fully implement and achieve GMS Interface for each of the Subject Gaming Sites within the Subject Gaming Bundle in accordance with the OLG Policies no later than the Site GMS Roll Out Completion Date. For greater certainty, the Service Provider is not permitted to utilize or operate any portion of the Site GMS for a Subject Gaming Site until the date that the Service Provider has achieved GMS Interface for such Subject Gaming Site.

(b) The liabilities associated with the Existing Operator Customer Loyalty Program shall be adjusted for on Closing in accordance with Section 4.3(f)(xi).

2.5 Pre-Closing Transition Objectives

The Parties will perform, or cause to be performed, their respective Pre-Closing Transition Activities in a manner consistent with the following objectives (collectively, the “Pre-Closing Transition Objectives”):

(a) to maintain the Subject Gaming Sites to the Closing Date as fully operational Gaming Sites while positioning the Subject Gaming Sites for operation by the Service Provider as at the Closing Date in accordance with this Agreement, the Casino Operating and Services Agreement and the OLG Policies;

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(b) to minimize the risk of business disruption during, and at the conclusion of, the Pre-Closing Transition Period;

(c) subject to OLG’s continuing obligation to conduct and manage the Subject Gaming Sites, to effect a seamless transition of the Subject Gaming Sites and to transition the Subject Gaming Sites from the Existing Operator operational responsibility to the Service Provider operational responsibility effective as of the Closing Date; and

(d) to prepare for the commencement of operations at the NFEC on or following the Closing Date.

2.6 Performance of Transition Activities

Each of the Service Provider and OLG shall perform, or cause to be performed, their respective Transition Activities in accordance with the timetable set out in the Transition Plan and the sequencing and detailed implementation methodology determined by the Transition Working Committee and in such a manner so as to achieve the Pre-Closing Transition Objectives.

2.7 Standard of Care

In performing its obligations, covenants and agreements under this Article 2, each Party will exercise at least that degree of care, diligence, skill, prudence and foresight that would reasonably and ordinarily be expected from time to time from a Person who is experienced in transitioning and operating gaming facilities and attractions of size, quality and use similar to the Casinos.

2.8 Transition Expenses

Except as may otherwise be provided in this Agreement, and without limiting Section 18.19, each of OLG and the Service Provider shall be responsible for the costs and expenses relating to the performance of its respective obligations under this Article 2.

2.9 Compliance with Applicable Law

The Service Provider shall perform the Service Provider Transition Activities and OLG shall perform, or cause to be performed, the OLG Transition Activities, in each case, in compliance with Applicable Law and in a manner which will not impair or interfere with the ability of the other Party to comply with Applicable Law. In particular, on the Closing Date, or on such later date as the AGCO may permit, the Service Provider and OLG shall each be in compliance with the AGCO Standards for Gaming. Without limiting the foregoing, the Service Provider acknowledges and agrees that the express terms of this Agreement may require the Service Provider to comply with laws which may not otherwise be binding on the Service Provider.

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2.10 Access to Subject Gaming Sites Prior to Closing

Following a date determined by the Transition Working Committee, and thereafter, during the Pre-Closing Transition Period, the Service Provider Personnel shall have non-exclusive access to the Subject Gaming Sites for the purpose only of, and only as may be necessary for, the carrying out of the Service Provider Pre-Closing Transition Activities, and shall not interfere with the operation, conduct or management of the Subject Gaming Sites. Any such access shall be subject to all Applicable Law, the Real Property Leases, the CN Licence, the Parking Licence, the Kent Street Parking Licence and requirements of the Existing Operator, OLG, AGCO and other Governmental Authorities including requirements for advance notice for access and restricted or escorted access to the Subject Gaming Sites or designated areas of the Subject Gaming Sites. The Service Provider shall immediately and without delay fully repair and restore, at its sole cost and expense, in a good and workmanlike manner, any damage to the Subject Gaming Sites caused by the Service Provider Personnel. Following a date determined by the Transition Working Committee, and thereafter, during the Pre-Closing Transition Period, the Service Provider Personnel shall, subject to the confidentiality restrictions contained in Article 17, be permitted to communicate with employees of the Employee Holdco only to the extent that such communication (a) is for purposes of facilitating the Pre-Closing Transition Activities without unduly interfering with the operation of the Subject Gaming Sites by the Existing Operator, or (b) has been specifically consented to by the OLG Transition Representative. Nothing herein shall be construed to limit any of the Existing Operator’s access and other rights to any of the Subject Gaming Sites or OLG’s access and other rights under the Casino Operating and Services Agreement.

2.11 Insurance and Workplace Safety Prior to Closing

(a) Prior to the Service Provider Personnel entering onto any Subject Gaming Site, the Service Provider shall deliver to OLG a certificate of insurance evidencing insurance coverage in compliance with the terms hereof. The Service Provider shall maintain and keep in effect or cause to be maintained and kept in effect, in each case, at the Service Provider’s sole expense, at all times during the Pre-Closing Transition Period:

(i) a commercial general liability and property damage insurance policy having a combined liability limit of at least $25,000,000.00 per occurrence, which policy shall name the Seller, the Existing Operator, the Existing General Partner and the landlords under the applicable Real Property Leases as additional insureds and shall include cross liability and severability of interest clauses and employers liability coverage; and

(ii) motor vehicle liability insurance in the amount of $5,000,000.00 per accident, for vehicles used by the Service Provider or Service Provider Personnel while on or at a Subject Gaming Site.

All insurance policies shall be primary and non-contributing for all claims arising from an act or omission of the Service Provider Personnel or those for whom the Service Provider is responsible in law. The insurance policies shall also provide that they may not be cancelled without at least 30 days prior written notice to OLG.

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(b) As a condition of allowing access to a Subject Gaming Site, OLG may, in its sole discretion, require the Service Provider to provide or cause to be provided evidence acceptable to OLG that the employer of the Service Provider Personnel who are accessing the Subject Gaming Sites is registered with the Workplace Safety Insurance Board of Ontario, if such registration is required under Applicable Law, or, if such registration is not required under Applicable Law, to provide, or cause to be provided, evidence acceptable to OLG that the applicable employer of the Service Provider Personnel has worker’s compensation, disability or similar insurance in amounts and on terms and conditions acceptable to OLG, acting reasonably.

(c) All insurers shall be reputable and financially creditworthy insurers with a financial strength rating by A.M. Best Company, Inc. of “A-” or higher and all insurance coverages set out in this Section 2.11 must be underwritten by insurers licensed to carry on insurance business in Canada.

2.12 Scope of Services Prior to Closing

(a) Subject to Sections 2.12(b) and 2.12(c), during the Pre-Closing Transition Period, the Service Provider is not authorized under this Agreement to undertake any services or other activities at or in relation to the Subject Gaming Sites other than the Service Provider Pre-Closing Transition Activities.

(b) OLG shall have the right, from time to time and at any time prior to Closing, by notice to the Service Provider, to request that the Service Provider perform additional duties, functions or services on such terms and conditions as may be approved by the Service Provider and OLG (including reasonable compensation therefor), each acting reasonably and having regard to the nature and purpose of the Transition Activities, in which event, such additional duties, functions or services, as the case may be, shall constitute and form part of the Service Provider Pre-Closing Transition Activities for any and all purposes of this Agreement.

(c) The Service Provider shall have the right, from time to time and at any time prior to Closing, by notice to OLG, to request that the Service Provider perform additional duties, functions or services on such terms and conditions as may be approved by the Service Provider and OLG (including reasonable compensation therefor), each acting reasonably and having regard to the nature and purpose of the Transition Activities, in which event, such additional duties, functions or services, as the case may be, shall constitute and form part of the Service Provider Pre-Closing Transition Activities for any and all purposes of this Agreement.

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2.13 Access to Historical Gaming Data, OLG Records, OLG Personal Information and Forward-Looking Historical Non-Gaming Information and Historical Non-Gaming Information Prior to Closing

(a) Subject to Section 2.13(c) and Section 2.13(e) and following a date determined by the Transition Working Committee, and thereafter, during the Pre-Closing Transition Period (except for the Forward-Looking Historical Non-Gaming Information which may be used after the Closing for the purposes of compliance with Section 3.3(f) hereof and except for the Historical Non-Gaming Information in respect of which the Service Provider shall become the custodian from and after Closing and which may be used by the Service Provider only to the extent necessary in order to access and use the Forward-Looking Historical Non-Gaming Information and the Historical Gaming Data as permitted or required by this Agreement or the Casino Operating and Services Agreement), the Service Provider (and those Persons to whom the Service Provider is permitted to provide Casino Data and other Confidential Information pursuant to the Casino Operating and Services Agreement) shall be granted non-exclusive access to and/or be given copies of the following to the extent in the possession or control of the Seller:

(i) the Background Information, including the Historical Gaming Data;

(ii) Equipment maintenance logs, Equipment and property systems operating manuals, guides, warranties and guarantees relating to the Subject Gaming Sites;

(iii) the Forward-Looking Historical Non-Gaming Information; and

(iv) the Historical Non-Gaming Information,

in each case, to the extent determined necessary by the Transition Working Committee for the Service Provider to prepare for the performance of the Services under the Casino Operating and Services Agreement from and after Closing (in respect of (i) and (ii) above), to comply with Section 3.3(f) of this Agreement (in respect of (iii) above) and as necessary to access and use Forward-Looking Historical Non-Gaming Information and Historical Gaming Data as permitted by this Agreement and the Casino Operating and Services Agreement (in respect of (iv) above).

(b) Without limiting Section 17.2, the Service Provider agrees that it shall not use or permit to be used any of the information or documents which it is given access to or copies of pursuant to Section 2.13(a) for any purpose other than in connection with the preparation for the performance of the Services under the Casino Operating and Services Agreement (in respect of (i) and (ii) in Section 2.13(a)), to comply with Section 3.3(f) of this Agreement (in respect of (iii) in Section 2.13(a)) and as necessary to access and use Forward-Looking Historical Non-Gaming Information and Historical Gaming Data as permitted by this Agreement and the Casino Operating and Services Agreement (in respect of (iv) in Section 2.13(a)). For greater certainty, (A) all such

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information or documents shall constitute Confidential Information of OLG and shall be subject to the provisions of Article 17; and (B) if and to the extent that the Service Provider wishes to use the Forward-Looking Historical Non-Gaming Information for any purpose other than for the purposes of compliance with Section 3.3(f) of this Agreement, the Service Provider shall obtain all consents and other authorizations required by Applicable Law in connection with such use.

(c) Prior to the Service Provider being granted access to Historical Gaming Data, OLG Records, OLG Personal Information, the Forward-Looking Historical Non-Gaming Information and/or the Historical Non-Gaming Information, the Service Provider shall deliver to OLG:

(i) An insurance policy evidencing that the Service Provider has obtained privacy liability and network security insurance (cyber insurance), on a claims made basis, covering the type and risk characteristics of each Subject Gaming Site in an amount of at least $15,000,000 per claim and otherwise meeting the requirements of the Casino Operating and Services Agreement. Such insurance policy shall be:

(A) primary and non-contributing for all claims arising from an act or omission of the Service Provider Personnel or those for whom the Service Provider is responsible in law;

(B) provide that it may not be cancelled without at least 30 days prior written notice to OLG; and

(C) issued by reputable and financially creditworthy insurers with a financial strength rating by A.M. Best Company, Inc. of “A-” or higher and underwritten by insurers licensed to carry on insurance business in Canada.

(ii) Evidence satisfactory to OLG, acting reasonably, that the Service Provider is complying with Section 17.6(a)(v) hereof.

(d) The Service Provider shall, at its sole expense, maintain and keep the insurance coverages required by Section 2.13(c)(i) in effect at all times after the Service Provider has been granted access to any Historical Gaming Data, OLG Records, OLG Personal Information, the Forward-Looking Historical Non-Gaming Information and/or the Historical Non-Gaming Information.

(e) For greater certainty, OLG shall own and retain ownership of the Historical Gaming Data, the Forward-Looking Historical Non-Gaming Information and the Historical Non-Gaming Information.

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2.14 Transition Representatives

OLG will designate a representative of OLG (the “OLG Transition Representative”) having a position or level of seniority within OLG equivalent to, or more senior than, Director, and the Service Provider will designate a representative of the Service Provider (the “Service Provider Transition Representative”) having a position or level of seniority within the Service Provider equivalent to, or more senior than, General Manager, and, together with the OLG Transition Representative (the “Transition Representatives”) in each case to serve as the primary contact with the other Transition Representative for the coordination and administration of all matters related to the Transition Activities. Each of OLG and the Service Provider may from time to time designate a replacement Transition Representative upon written notice to the other Party, provided that any such replacement possesses appropriate skills, expertise and familiarity with the Transition Activities and the Parties’ obligations hereunder. Each of OLG and the Service Provider will, by written notice to the other Party provided on or prior to the commencement of the Transition Period, identify the individual who will be the initial Transition Representative for such Party. Without limiting any other provision of this Agreement, each Transition Representative will cooperate in good faith to be available upon the reasonable request from time to time of the other Transition Representative to review and discuss the performance of the Transition Activities and other issues and matters relating to the Transition Activities.

2.15 Transition Working Committee

(a) During the Transition Period, OLG and the Service Provider will establish and maintain a committee (the “Transition Working Committee”) comprised of the Transition Representatives and one or more management representatives of OLG and of the Service Provider, in each case, having skills, expertise and familiarity in respect of the various Transition Activities to (i) facilitate and coordinate among the members of the Transition Working Committee and the Transition Representatives; (ii) work to achieve the Pre-Closing Transition Objectives; (iii) monitor and oversee the detailed implementation methodology of the Transition Plan, including in connection with appropriate changes approved by the Transition Representatives pursuant to Section 2.15(f) but specifically excluding the Transition Activities relating to the Central GMS and Site GMS, which shall be dealt with by the Operations Committee under the Casino Operating and Services Agreement; (iv) work to achieve an effective communication strategy for Employees; and (v) develop an approach to maximize the retention of non-union Employees by the Employee Holdco and, if required, develop strategies to address higher than expected employee attrition rates at the Employee Holdco, provided that such strategies will not require the Service Provider, the Seller, the Existing Operator or the Employee Holdco to incur any additional material obligations or Liabilities not otherwise provided for under this Agreement. Each of OLG and the Service Provider may from time to time replace any of its members on the Transition Working Committee, provided that any replacement possesses the appropriate skills, expertise and familiarity with the applicable Transition Activities. The Transition Working Committee may from time to time establish sub-committees of the Transition Working Committee, having substantially the same procedures and

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terms of reference as set forth in this Section 2.15 in respect of the Transition Working Committee, and OLG and the Service Provider will cause their appropriate Transition Representatives to participate in same. It is acknowledged and agreed by the Service Provider that one or more sub-committees of the Transition Working Committee may include representatives of the Existing Operator, as determined by OLG in its sole discretion.

(b) The Transition Working Committee will review and discuss the performance, timing and sequencing of the Transition Activities, having regard to the intention of the Parties set out in Section 2.1. The agenda for each meeting of the Transition Working Committee will include a status report from the Transition Representatives. Each member of the Transition Working Committee will report on or raise any issues within his or her area of expertise that may be discussed by the Transition Working Committee.

(c) The Transition Working Committee will work cooperatively to establish project management tools and techniques for reporting on the status of the implementation of the Transition Plan.

(d) The Transition Working Committee will meet at least once every week during the Pre-Closing Transition Period, or with such other frequency as may be otherwise agreed between the Parties and thereafter, will meet with such frequency as the Transition Working Committee shall determine; provided, however, that either OLG or the Service Provider will have the right, acting reasonably, to require more frequent meetings of the Transition Working Committee during the Pre-Closing Transition Period. The OLG Transition Representative will act as chair of all meetings of the Transition Working Committee (or, failing him or her, the most senior representative of OLG in attendance at such meeting) and such chair will be responsible for (i) scheduling meetings of such committee in consultation with the Service Provider Transition Representative; (ii) setting the agenda for each meeting in consultation with the Service Provider; and (iii) directing the meetings.

(e) Meetings of the Transition Working Committee will take place in person, by teleconference or by similar means of communication and OLG and the Service Provider will make available their respective representatives, and any other subject-matter experts reasonably requested by the other Party, to attend or participate in the meetings scheduled in accordance with this Section 2.15. Each of OLG and the Service Provider will use commercially reasonable efforts to ensure that all of its members of the Transition Working Committee participate in every meeting scheduled in accordance with this Section 2.15 or, if a member is not able to participate, will use commercially reasonable efforts to provide an appropriate replacement. The Transition Working Committee will maintain written minutes of each meeting of the Transition Working Committee, which minutes will include a record of all action items discussed in such meeting relating to the performance, timing or sequencing of the Transition Activities, including the progress of all actions taken or to be taken following each meeting. OLG and the Service Provider will use commercially reasonable efforts to address and resolve all action items raised and recorded in the minutes in a timely fashion.

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(f) Subject to Section 2.15(g), any unanimous decision of the Transition Representatives shall be final and binding on the Parties. If the Transition Representatives are unable to reach a unanimous decision, either Party may refer the matter for resolution in accordance with Section 18.1.

(g) The following decisions or approvals of the Transition Working Committee shall be recorded by the giving of notice by the OLG Transition Representative of such decision or approval to each of the Parties in the manner required by Section 18.2:

(i) the date after which the Service Provider is permitted access to the Subject Gaming Sites (Section 2.10);

(ii) the date after which the Service Provider is permitted access to the Historical Gaming Data (Section 2.13(a));

(iii) approval of the Post-Closing OLG Policies Transition Plan (Section 2.19(b)); and

(iv) any extension of the time period for completion of the Day 1 Critical Transition Activities (Section 2.21(a), 2.22(b)(i)).

(h) Notwithstanding anything to the contrary contained in this Agreement, the Transition Representatives and the Transition Working Committee shall not have authority to make decisions with respect to or approve:

(i) any amendment to or waiver of any provision of this Agreement (which, for certainty, would be governed by Section 18.7);

(ii) any change that may reasonably be expected to affect the achievement of the Day 1 Critical Transition Activities by Closing (which, for certainty, would be governed by Section 18.7);

(iii) any matter with respect to which OLG or the Service Provider has a right of consent or approval or in respect of which OLG may exercise discretion pursuant to this Article 2;

(iv) any matter not directly related to the Transition Activities; or

(v) any matter relating to the Central GMS and Site GMS, which shall be dealt with by the Operations Committee under the Casino Operating and Services Agreement.

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2.16 Transition Reports

(a) The Service Provider shall provide transition related reports in accordance with the schedule and frequency determined by the Transition Working Committee. In addition, the Service Provider shall provide such additional reports as OLG or its Transition Representative may reasonably request regarding the performance of the Service Provider Transition Activities and the then current status with respect to the timetable, in each case, as set forth in the Transition Plan. In any event, the Service Provider shall provide regular disclosure to OLG and the Transition Working Committee regarding the feasibility and achievement of the timetable set out in the Transition Plan.

(b) Promptly upon the Service Provider or the Service Provider Transition Representative receiving any information indicating that the Service Provider or OLG will not be able to perform any of the Transition Activities or meet the timetable set out in the Transition Plan, the Service Provider shall notify OLG and its Transition Representative in writing of such delays and shall work with the OLG Transition Representative to identify and implement specific measures to address such delays and mitigate the risks associated therewith, and in the case of the Day 1 Critical Transition Activities, alternative work-around plans or other means of achieving the Day 1 Critical Transition Activities.

(c) Promptly upon OLG or the OLG Transition Representative receiving any information indicating that OLG or the Service Provider will not be able to perform any of the Transition Activities or meet the timetable set out in the Transition Plan, OLG shall notify the Service Provider and its Transition Representative in writing of such delays and shall work with the Service Provider to identify and implement specific measures to address such delays and mitigate the risks associated therewith, and in the case of the Day 1 Critical Transition Activities, alternative work-around plans or other means of achieving the Day 1 Critical Transition Activities.

2.17 First Annual Business Plan

No later than 180 days prior to Closing, OLG shall advise the Service Provider in writing as to the information and analysis reasonably required by OLG for the purpose of preparing an Annual Business Plan for the first Operating Year. Within 30 Business Days thereafter, the Service Provider will deliver to OLG an Annual Business Plan for the first Operating Year setting out the elements of an Annual Business Plan required by Schedule 16.01(1) of the OLG Policies and incorporating the business plan (including the site development plan) submitted by the Service Provider in response to the RFP in respect of the first Bid Operating Year (adjusted to reflect if the first Operating Year is more or less than a 365 day period) and such additional information and analysis as may have been reasonably required by OLG (the “First Annual Business Plan”), for approval by OLG in accordance with the Casino Operating and Services Agreement and the OLG Policies. Once approved by OLG, the First Annual Business Plan shall be the Approved Annual Business Plan for the first Operating Year.

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In the event that OLG requires any additional information, clarifications or amendments in respect of the First Annual Business Plan, OLG may require that the Service Provider submit the additional information, clarifications and amendments requested by OLG within 10 Business Days of any such request, and OLG shall review and respond to the additional information, clarifications and amendments submitted by the Service Provider within 10 Business Days after its receipt of same. In the event that further information, clarifications and amendments are required by OLG, the process outlined herein in respect of additional information, clarifications or amendments shall be repeated until OLG has finally and fully approved the First Annual Business Plan. Notwithstanding, the foregoing, if OLG does not approve the First Annual Business Plan in accordance with the OLG Policies within 10 Business Days following receipt of such plan or any additional information, clarifications or amendments, either Party may refer the matter to the Dispute Resolution Procedure.

2.18 Mandatory Service Provider Operating Procedures

The Service Provider is required, no later than 120 days prior to Closing, to develop and provide to OLG for approval in accordance with this Section 2.18 proposed comprehensive and written policies and procedures with respect to each of the matters listed or described as a Mandatory Service Provider Operating Procedure in the OLG Policies, all of which proposed policies and procedures, and all proposed amendments thereto from time to time, are required to be:

(a) in compliance with this Agreement, the Casino Operating and Services Agreement, Applicable Law and the OLG Policies;

(b) not inconsistent with the provisions of this Agreement, the Casino Operating and Services Agreement and the OLG Policies;

(c) developed based on the SP Group’s industry knowledge and experience operating, or providing services to, other gaming facilities and entertainment, hospitality and other non-gaming services, facilities and amenities, as applicable, all with a view to promoting the reputation and goodwill of the Service Provider, OLG and the Casinos; and

(d) subject to the prior written approval of OLG, which approval will not be unreasonably withheld.

All such policies and procedures, and all amendments thereto, that are approved in writing by OLG pursuant to this Section 2.18 are referred to collectively as the “Mandatory Service Provider Operating Procedures”. OLG will review all proposed Mandatory Service Provider Operating Procedures submitted to it pursuant to this Section 2.18 within 30 days following its receipt thereof, and OLG will notify the Service Provider in writing if the Mandatory Service Provider Operating Procedures have been approved, partially approved and/or the reasons for any non-approval. In the event that any such proposed Mandatory Service Provider Operating Procedures are not approved by OLG, the Service Provider will make any necessary changes and will, within 10 Business Days following the date of the foregoing notice of non-approval from OLG (or such longer period as may be agreed between OLG and the Service Provider), re-submit such revised Mandatory Service Provider Operating Procedures for review and approval by OLG in accordance with this Section 2.18.

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The foregoing process will be repeated as many times as necessary until all such proposed Mandatory Service Provider Operating Procedures are approved by OLG on or before Closing.

2.19 Post-Closing OLG Policies Transition Plan

(a) The Service Provider acknowledges and agrees that, subject to the provisions of this Section 2.19, the Service Provider is required to comply with the OLG Policies (including the development of the Standard Service Provider Operating Procedures in accordance with Section 7.02 of the Casino Operating and Services Agreement) effective from and after Closing pursuant to the Casino Operating and Services Agreement. If the Service Provider determines that, as at Closing, it will not be able to: (A) comply with all or certain of those OLG Policies that have not been identified by OLG as Day 1 Critical Transition Activities and that are not a requirement of Applicable Law (the “Post-Closing OLG Policies”), and/or (B) develop and deliver the Standard Service Provider Operating Procedures in accordance with Section 7.02 of the Casino Operating and Services Agreement, then the Service Provider may deliver a plan (the “Post-Closing OLG Policies Transition Plan”) to OLG pursuant to Section 2.19(b). The Post-Closing OLG Policies Transition Plan shall be a plan setting forth the high-level critical path milestones and timetable for bringing the Service Provider into compliance with each Post-Closing OLG Policy and/or delivering each Standard Service Provider Operating Procedure, as applicable, provided that (X) the Service Provider shall use commercially reasonable efforts to bring itself into compliance with the Post-Closing OLG Policies and deliver the applicable Standard Service Provider Operating Procedures as soon as possible after Closing; and (Y) the Service Provider must be in compliance with all Post-Closing OLG Policies and have delivered all Standard Service Provider Operating Procedures within 1 year of the Closing Date.

(b) If the Service Provider desires to implement a Post-Closing OLG Policies Transition Plan, it shall deliver a draft of the plan required by Section 2.19(c) no later than 90 days prior to Closing to the Transition Working Committee for its review and approval. The Transition Working Committee shall advise the Service Provider not less than 30 days prior to Closing of any changes that the Transition Working Committee requires to the Post-Closing OLG Policies Transition Plan and the Post-Closing OLG Policies Transition Plan shall be deemed to be amended to incorporate such changes.

(c) The Service Provider covenants and agrees to achieve compliance with each Post-Closing OLG Policy and/or deliver each Standard Service Provider Operating Procedure, as applicable, in accordance with the timetable set forth in the approved Post-Closing OLG Policies Transition Plan.

(d) Within 30 days following the Closing Date, the Service Provider shall submit to OLG a detailed implementation schedule describing how the Service Provider will meet each critical path milestone and how it will achieve compliance with each Post-Closing OLG Policy and/or deliver each Standard Service Provider Operating Procedure, as applicable, within the timetable set forth in the approved Post-Closing OLG Policies Transition Plan.

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2.20 Failure by Service Provider to Perform Service Provider Pre-Closing Transition Activities

If the Service Provider is unable to perform or fails to perform any Service Provider Pre-Closing Transition Activities in accordance with the timetable set out in the Transition Plan or any other requirements of this Article 2 in any material way (a “Service Provider Transition Default”) for reasons other than a No Fault Delay, without limiting any other rights or remedies of OLG, OLG shall have the right, in its sole discretion:

(a) to direct the Service Provider to accelerate the performance of the Service Provider Pre-Closing Transition Activities to bring the progress of such activities back on schedule in accordance with the Transition Plan, and the Service Provider will comply with any such direction; or

(b) if the delay has not been cured within 10 Business Days following notice from OLG (or if such delay cannot reasonably be cured within such 10 Business Day period, the Service Provider has not taken or is not continuing to take all reasonable steps to cure the delay as soon as reasonably practicable thereafter following notice from OLG), without any obligation to do so, to cure or attempt to cure the delay, with all costs and expenses reasonably incurred by OLG in curing or attempting to cure the delay payable by the Service Provider to OLG on demand, and without limiting the foregoing, in order to fund the costs and expenses of curing or attempting to cure the delay, OLG may draw on any of the Closing Letters of Credit.

2.21 No Fault Delay

If the Service Provider fails to perform any Service Provider Pre-Closing Transition Activities by reason of a No Fault Delay, subject to OLG’s rights under Section 2.22, and provided that Closing shall not occur later than the Outside Date:

(a) the time period for completion of such Day 1 Critical Transition Activities and, if necessary to accommodate such delay, the Closing Date, shall be automatically extended for the period of delay, as such period of delay and impact to the Closing Date is determined by the Transition Working Committee pursuant to Section 2.15(f); and

(b) if the failure of the Service Provider to perform any Service Provider Pre-Closing Transition Activities is a result of the default of OLG (including the failure of OLG to perform the OLG Pre-Closing Transition Activities in a timely manner) other than where the default is attributable to the failure of the Service Provider to perform the Service Provider Pre-Closing Transition Activities in a timely manner, the Service Provider may require OLG to reimburse the Service Provider for any additional costs reasonably incurred by the Service Provider in respect of the Transition Activities as a result of such No Fault Delay, provided the Service Provider uses commercially reasonable efforts to minimize such costs.

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2.22 Suspension of Transition Activities

(a) Subject to Section 2.22(b)(ii), at any time and from time to time during the Pre-Closing Transition Period, OLG shall have the right to cease, suspend or delay all or any part of the Pre-Closing Transition Activities if (i) any part of the Pre-Closing Transition Activities contravenes Applicable Law, (ii) OLG reasonably determines that same poses a material risk or material hazard to OLG’s business interests or the operations of the Subject Gaming Sites, or (iii) the Service Provider fails to perform any Service Provider Pre-Closing Transition Activities for any reason other than a No Fault Delay.

(b) If OLG suspends all or any part of the Day 1 Critical Transition Activities pursuant to Section 2.22(a):

(i) the time period for completion of such Day 1 Critical Transition Activities and, if necessary to accommodate such delay, the Closing Date, shall be automatically extended for the period of delay, as such period of delay and impact to the Closing Date is determined by the Transition Working Committee pursuant to Section 2.15(f), provided that Closing shall not occur later than the Outside Date; and

(ii) the Service Provider may require OLG to reimburse the Service Provider for any additional costs reasonably incurred by the Service Provider as a result of such suspension, provided the Service Provider uses commercially reasonable efforts to minimize such costs. Notwithstanding the foregoing, if such cessation, suspension or delay was initiated by OLG as a result of delays, risks or hazards created by the Service Provider’s failure to perform any Service Provider Pre-Closing Transition Activities for any reason other than a No Fault Delay, including any contravention by the Service Provider of Applicable Law, then the Service Provider shall not be entitled to recover any such additional costs.

2.23 Failure to Perform Service Provider Post-Closing Transition Activities

In addition to any other rights or remedies of OLG, the provisions of Article 18 of the Casino Operating and Services Agreement shall apply to any failure by the Service Provider to perform any of the Service Provider Post-Closing Transition Activities, unless such failure to perform any of the Service Provider Post-Closing Transition Activities is as a result of a No Fault Delay.

2.24 Pre-Closing Claims and Existing Litigation

(a) From and after the Closing, as part of the Service Provider Post-Closing Transition Activities, upon the reasonable request by OLG from time to time, the Service Provider will cooperate with OLG and the Existing Operator in connection with the

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investigation, defence, settlement or resolution of any Claim against OLG or the Existing Operator relating to the Subject Gaming Sites or the Purchased Assets arising on or before or relating to the period prior to the Closing Date. Without limiting the generality of the foregoing, the Service Provider will make available to OLG and the Existing Operator (i) those Employees who have knowledge relevant to any such Claim, and (ii) the books and records, to the extent relevant to any such Claim.

(b) From and after the Closing, the Service Provider shall cause the Employee Holdco [REDACTED]

2.25 NFEC Tenant Installation Period and Fixturing Period

(a) The Service Provider will be entitled to non-exclusive access to the NFEC Leased Real Property during each of the Tenant Installation Period and the Fixturing Period (i) for purposes of installing, at the Service Provider’s expense, any equipment and trade fixtures of the Service Provider, including any signage or branding, that are required by the Service Provider to carry on the Permitted Use in the NFEC Leased Real Property, and (ii) to undertake such other activities as may be permitted under the NFEC Lease during such periods, with any such installation or undertaking, as the case may be, subject to OLG’s prior written consent (which consent may be withheld in OLG’s sole discretion). The Service Provider shall not interfere with, or cause any delays in, the completion of construction of the building or any other improvements located on the NFEC Leased Real Property. All access by the Service Provider pursuant to this Section 2.25 shall be subject to all Applicable Law, the NFEC Lease and requirements of the NFEC Landlord, OLG, AGCO and other Governmental Authorities, including requirements for advance notice for access and restricted or escorted access to the NFEC Leased Real Property or designated areas of the NFEC Leased Real Property. The Transition Working Committee will be responsible for facilitating and coordinating the exercise by the Service Provider of its rights under this Section 2.25 during each of the Tenant Installation Period and the Fixturing Period.

(b) During each of the Tenant Installation Period and the Fixturing Period, the Service Provider shall not be obligated to pay Rent (as such term is defined in the NFEC Lease), but the Service Provider shall be subject to all of the other terms and conditions of the NFEC Lease applicable to the NFEC Tenant in respect of any of the Tenant Installation Activities under and as defined in the NFEC Lease (regardless of whether such Tenant Installation Activities are carried out or performed by the Service Provider or another Person acting for or on behalf of the Service Provider, in each case whether on-site or off-site), including the obligation to maintain insurance. The Service Provider shall immediately and without delay fully repair and restore, at its sole cost and expense, in a good and workmanlike manner, any damage to the NFEC Leased Real Property caused by the Service Provider Personnel.

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(c) All costs and expenses incurred by the Service Provider pursuant to this Section 2.25, including all costs and expenses relating to the purchase and installation of any equipment and trade fixtures of the Service Provider, will be the sole responsibility of the Service Provider. In the event that the Service Provider fails to pay any of such costs and expenses, in whole or in part, and OLG becomes responsible therefor, then without limiting OLG’s other rights under this Agreement, OLG may draw on any of the Closing Letters of Credit in order to fund such costs and expenses.

2.26 Pre-Term Financial Statements

(a) Subject to Section 2.26(b), as part of the Service Provider Post-Closing Transition Activities, the Service Provider shall cooperate with OLG in causing to be prepared audited financial statements in respect of the Complex (other than the NFEC) as at and for the period ended immediately prior to the Closing Date, such financial statements to consist of a statement of financial position, a statement of comprehensive income and expenses, a statement of cash flows and a statement of changes in equity, in each case, for the period then ended, and to be accompanied by a report thereon by the existing auditors for the Casino Complex, KPMG LLP, (the “Existing Auditors”) and a management letter prepared by the Existing Auditors outlining any internal control deficiencies and any performance improvement opportunities identified by the Existing Auditors, together with the notes and schedules thereto (collectively, the “Audited Pre-Term Financial Statements”). The Audited Pre-Term Financial Statements shall be prepared by Employees who were familiar with the operation of the Complex by the Existing Operator prior to the Closing and who have knowledge of relevant matters (“Knowledgeable Employees”), and in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the audited financial statements for the Complex prior to the Closing. In furtherance of the foregoing, subject to Section 2.26(b), the Service Provider shall ensure that the Existing Auditors have such reasonable access to relevant information, documentation and records (to the extent in the possession or control of the Service Provider or the Employee Holdco following the Closing), systems, facilities and Knowledgeable Employees as the Existing Auditors may determine, in their professional judgement, to be appropriate, including for the purpose of the preparation and execution of necessary management representation letters by such Knowledgeable Employees. The Service Provider shall cause the Audited Pre-Term Financial Statements to be delivered to OLG within 45 Business Days following the Closing.

(b) The Seller shall make available to the Service Provider and the Employee Holdco such information, documentation and records as may reasonably be required in connection with the preparation of the Audited Pre-Term Financial Statements.

(c) The Service Provider acknowledges that OLG may provide the Existing Operator the opportunity to review the Audited Pre-Term Financial Statements, and the Service Provider shall, and shall cause the Employee Holdco (including the Knowledgeable Employees) to, cooperate with OLG in connection therewith. If the Existing Operator objects to any of the Audited Pre-Term Financial Statements within 10 days after delivery thereof to OLG by the Service Provider, then the Service Provider shall, and

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shall cause the Employee Holdco (including the Knowledgeable Employees) to, cooperate with OLG in connection with OLG’s efforts to resolve the matters in dispute, including by giving OLG and its authorized representatives reasonable access to relevant information, documentation, records, systems, facilities and the Knowledgeable Employees who have knowledge regarding the matters in dispute based on their previous engagement by the Existing Operator.

(d) The direct out-of-pocket costs and expenses reasonably incurred by the Service Provider and the Employee Holdco in connection with the performance of the Service Provider’s obligations under this Section 2.26 shall be the responsibility of OLG and OLG shall promptly reimburse the Service Provider and the Employee Holdco therefor following receipt of a written notice, together with reasonable substantiating documentation, identifying such costs and expenses.

(e) OLG shall engage the Existing Auditors for purposes of the audit engagement contemplated by this Section 2.26, and OLG shall be responsible for and shall pay the costs and expenses of the Existing Auditors in connection therewith.

2.27 Employee Holdco Pre-Term Financial Statements

(a) As part of the Service Provider Post-Closing Transition Activities, the Service Provider shall cause to be prepared audited financial statements in respect of the Employee Holdco as at and for the period ended immediately prior to the Closing Date, such financial statements to consist of a statement of financial position and a statement of cash flows, in each case, for the period then ended, and to be accompanied by a report thereon by the Existing Auditors and a management letter prepared by the Existing Auditors outlining any internal control deficiencies and any performance improvement opportunities identified by the Existing Auditors, together with the notes and schedules thereto (collectively, the “Audited EH Pre-Term Financial Statements”). The Audited EH Pre-Term Financial Statements shall be prepared by the Employee Holdco in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the audited financial statements for the Employee Holdco prior to the Closing. The Service Provider shall cause the Audited EH Pre-Term Financial Statements to be delivered to OLG within 45 Business Days following the Closing.

(b) The Service Provider acknowledges that OLG may provide the Existing Operator the opportunity to review the Audited EH Pre-Term Financial Statements. In connection therewith, the Service Provider shall provide written consent to the Existing Auditors, in the standard form required by the Existing Auditors to comply with their professional standards, including section 303 of the CPA Ontario Code of Professional Conduct, to enable the Existing Auditors to permit the Existing Operator and its authorized representatives to examine all working papers, schedules and other documentation used or prepared by the Existing Auditors in connection with the preparation of the Audited EH Pre-Term Financial Statements. If the Existing Operator objects to any of the

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Audited EH Pre-Term Financial Statements within 10 days after delivery thereof to OLG by the Service Provider, then the Service Provider shall, and shall cause the Employee Holdco to, cooperate with OLG in connection with OLG’s efforts to resolve the matters in dispute, including by giving OLG and its authorized representatives reasonable access to relevant information, documentation, records, systems, facilities and Employees who have knowledge regarding the matters in dispute based on their previous engagement by the Existing Operator.

(c) The Service Provider shall, or shall cause the Employee Holdco to, engage the Existing Auditors for purposes of the audit engagement contemplated by this Section 2.27, and the Service Provider shall be responsible for and shall pay the costs and expenses of the Existing Auditors in connection therewith.

2.28 Tax Returns

(a) As part of the Service Provider Post-Closing Transition Activities, the Service Provider shall cause to be prepared all non-resident tax withholding returns and HST returns required to be filed with any Governmental Authority pursuant to the Tax Act, the Excise Tax Act (Canada) or other relevant federal or provincial legislation in respect of the operation of the Complex (other than the NFEC) for all taxable periods ending on or before the Closing Date and not filed prior to or on the Closing Date (each, a “Tax Return” and collectively, the “Tax Returns”). The Seller shall make available to the Service Provider such information, documents and records as may reasonably be required in connection with the preparation of the Tax Returns. In addition, the Seller shall ensure that the Service Provider and its designated personnel are properly authorized with the applicable Governmental Authorities to perform the obligations under this Section 2.28 on the Seller’s behalf, and the Seller shall provide evidence thereof to the Service Provider. Prior to filing any Tax Return with the relevant Governmental Authority, the Service Provider shall provide a substantially final draft of such Tax Return to the Seller no later than 10 Business Days prior to the date on which such Tax Return is required to be timely filed. Five Business Days thereafter, the Service Provider shall file such Tax Return with the relevant Governmental Authority as required by Applicable Law. The Service Provider shall provide evidence of such filing to the Seller.

(b) The Parties acknowledge that the Seller shall be responsible for paying or remitting directly to the relevant Governmental Authority the aggregate amount of Taxes payable by the Seller pursuant to each Tax Return on or prior to the date such payment is required to be made pursuant to Applicable Law.

(c) The direct out-of-pocket costs and expenses reasonably incurred by the Service Provider in connection with the performance of its obligations under this Section 2.28 shall be the responsibility of OLG and OLG shall promptly reimburse the Service Provider therefor following receipt of a written notice, together with reasonable substantiating documentation, identifying such costs and expenses.

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2.29 Books and Records

(a) As part of the Service Provider Post-Closing Transition Activities, upon reasonable advance written notice, the Service Provider shall, and the Service Provider shall cause the Employee Holdco to, cooperate with OLG to facilitate reasonable access by the Existing Operator to the books and records of the Employee Holdco and the books and records relating to the business, assets, liabilities and operations of the Complex (or copies thereof), in each case, (i) in respect of the period prior to Closing and (ii) to the extent such books and records are in the possession or control of the Employee Holdco or the Service Provider.

(b) The direct out-of-pocket costs and expenses reasonably incurred by the Service Provider and the Employee Holdco in connection with the performance of their respective obligations under this Section 2.29 shall be the responsibility of OLG and OLG shall promptly reimburse the Service Provider therefor following receipt of a written notice, together with reasonable substantiating documentation, identifying such costs and expenses.

2.30 OLG Access to and Destruction of Historical Non-Gaming Information and Forward-Looking Historical Non-Gaming Information

(a) OLG shall be responsible for the destruction and/or deletion of the Historical Non-Gaming Information and Forward-Looking Historical Non-Gaming Information in the custody of the Service Provider as may be required pursuant to the OLG Policies relating to records retention and/or applicable Privacy Law. At OLG’s request from time to time, the Service Provider shall cause the destruction and/or deletion of the Historical Non-Gaming Information and the Forward-Looking Historical Non-Gaming Information in the manner and to the extent instructed by OLG.

(b) OLG shall be entitled at any time or times to access and use Historical Non-Gaming Information and Forward-Looking Historical Non-Gaming Information in the custody of the Service Provider and to cause any or all of such information to be destroyed and/or deleted or to take custody thereof and store same in or at an OLG premises or elsewhere, in OLG’s sole discretion.

(c) The Service Provider shall act in accordance with OLG’s instructions and reasonably cooperate with OLG (including by making appropriate employees and personnel reasonably available) and provide reasonable access to OLG and its representatives to such information, systems and equipment as reasonably required by OLG in connection with the performance of its obligations or requests under Section 2.30(a) or its entitlements under Section 2.30(b).

(d) The direct out-of-pocket costs and expenses reasonably incurred by the Service Provider in connection with the performance of its obligations under Sections 2.30(a) and 2.30(c) shall be the responsibility of OLG and OLG shall promptly reimburse the Service Provider therefor following receipt of a written notice, together with reasonable substantiating documentation, identifying such costs and expenses.

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2.31 OLG Access to and Destruction of Historical Gaming Data

(a) OLG shall be entitled at any time and from time to time to access and use Historical Gaming Data in the custody of the Service Provider and to cause any or all of such Historical Gaming Data to be destroyed and/or deleted or to take custody thereof and store same in or at an OLG premises or elsewhere, in OLG’s sole discretion. OLG’s rights under this Section 2.31 shall:

(i) be in addition to, and shall not limit, any of OLG’s rights relating to the Historical Gaming Data under the Casino Operating and Services Agreement or the OLG Policies;

(ii) not limit any of the Service Provider’s rights or licence in respect of the Historical Gaming Data pursuant to Section 13.04 of the Casino Operating and Services Agreement; and

(iii) not limit any of the Service Provider’s obligations in respect of the Historical Gaming Data under the Casino Operating and Services Agreement or the OLG Policies (including the OLG Policies relating to records retention and/or applicable Privacy Law) except to the extent that any instructions provided by OLG pursuant to this Section 2.31 are inconsistent with or different than such obligations of the Service Provider, in which case OLG’s instructions pursuant to this Section 2.31 shall prevail.

In exercising its rights under this Section 2.31, OLG shall take into account the Service Provider’s reasonable business requirements relating to the Historical Gaming Data.

(b) To the extent that any Historical Gaming Data is in the custody of the Service Provider from time to time, at OLG’s request from time to time, the Service Provider shall (i) deliver such Historical Gaming Data into OLG’s custody, or (ii) cause the destruction and/or deletion of such Historical Gaming Data, in each case in the manner and to the extent instructed by OLG.

(c) The Service Provider shall act in accordance with OLG’s instructions and reasonably cooperate with OLG (including by making appropriate employees and personnel reasonably available) and provide reasonable access to OLG and its representatives to such information, systems and equipment as reasonably required by OLG in connection with the exercise of its rights under Sections 2.31(a) and 2.31(b).

(d) The direct out-of-pocket costs and expenses reasonably incurred by the Service Provider in connection with the performance of its obligations under this Section 2.31 shall be the responsibility of OLG and OLG shall promptly reimburse the Service Provider therefor following receipt of a written notice, together with reasonable substantiating documentation, identifying such costs and expenses.

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ARTICLE 3

PURCHASE AND SALE

3.1 Purchase and Sale of the Purchased Assets

Upon the terms and subject to the conditions set out in this Agreement, at the Closing Time, the Seller shall sell, convey, assign and transfer to the Service Provider, and shall cause the Existing Operator and the Existing General Partner, as applicable, to sell, convey, assign and transfer to the Service Provider, and the Service Provider shall purchase, acquire and accept from the Seller, the Existing Operator or the Existing General Partner, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances), all of its right, title and interest in and to all of the following assets, privileges, benefits and rights of every kind, but excluding (i) any such assets which have been terminated, disposed of, sold or consumed prior to the Closing Date in the Ordinary Course and (ii) all rights relating to the NFEC Purchase Option under the NFEC Lease and the related NFEC Option to Purchase Agreement, which rights and the corresponding obligations and liabilities are to remain with OLG following assignment of the NFEC Lease (collectively, the “Purchased Assets”):

(a) subject to Section 12.3, the Real Property Leases and the NFEC Related Agreements;

(b) the CN Licence;

(c) the Parking Licence;

(d) the Kent Street Parking Licence;

(e) the Fallsview Retail Subleases;

(f) the Contracts (other than the NFEC Related Agreements which are addressed in Section 3.1(a));

(g) the Equipment;

(h) the Inventories;

(i) the IT Hardware and OLG Owned Software;

(j) the Markers Receivable;

(k) the Pre-Closing Hotel Amounts;

(l) the Prepaid Items;

(m) the Claimed Amounts; and

(n) the Employee Holdco Shares.

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3.2 Excluded Assets

All of the Seller’s, the Existing Operator’s and the Existing General Partner’s respective right, title and interest at the Closing Time in and to the assets, privileges, benefits and rights not specifically referenced in, and transferred pursuant to, Section 3.1 (collectively, the “Excluded Assets”), including Pre-Closing OLG Amounts and any property, asset or right pertaining to any Gaming Site other than the Subject Gaming Sites, shall be excluded from the Purchased Assets.

3.3 Assumption of Liabilities

At the Closing Time and subject to Section 4.3, the Service Provider shall assume, and be solely and exclusively liable for, and shall pay, perform and discharge when due, all of the Liabilities, other than the Excluded Liabilities, to the extent that they are related to, or in connection with, the Purchased Assets or the Subject Gaming Sites and whether direct or indirect, known or unknown, fixed or contingent (collectively, the “Assumed Liabilities”), including:

(a) save and except as otherwise provided herein, all such Liabilities relating to the Purchased Assets or the Subject Gaming Sites, including under the Real Property Leases, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the Fallsview Retail Subleases and the Contracts, arising from or relating to events or matters (i) occurring or becoming due and payable prior to the Closing Time, to the extent that the Service Provider receives a credit for such Liabilities in accordance with Section 4.3(f), or (ii) occurring or becoming due or payable after the Closing Time;

(b) all such Liabilities relating to amounts that are, or become, due and payable but which have not been paid for (i) goods ordered but not delivered, or (ii) services ordered but not rendered, in each case, in the Ordinary Course to the Subject Gaming Sites prior to the Closing;

(c) all such Liabilities relating to maintenance of the IT Hardware, arising from or relating to events or matters (i) occurring or becoming due or payable prior to the Closing Date, to the extent that the Service Provider receives a credit for such Liabilities in accordance with Section 4.3(f), or (ii) occurring or becoming due or payable on or after the Closing Date;

(d) all such Liabilities relating to the Existing Operator Customer Loyalty Program, including the obligation to ensure the continuation of the honouring of all benefits and rewards accrued to Players thereunder on and subject to the terms and conditions under which such benefits were earned or received;

(e) all such Liabilities relating to the Site Gift Certificates, including the obligation to ensure the continuation of the honouring of all Site Gift Certificates on and subject to the terms and conditions under which such Site Gift Certificates were issued; and

(f) all such Liabilities relating to the reservations and bookings described in the Forward-Looking Historical Non-Gaming Information.

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The Service Provider acknowledges that, subject to Section 14.1(a)(vi), from and after the Closing, the Employee Holdco will remain solely and exclusively liable for, and shall pay, perform and discharge when due, all of its Liabilities, whether direct or indirect, known or unknown, fixed or contingent.

3.4 Excluded Liabilities

Notwithstanding anything in this Agreement to the contrary, as at the Closing Time, the Service Provider shall not assume, and shall be deemed not to have assumed, the following Liabilities (collectively, the “Excluded Liabilities”):

(a) all Liabilities relating to the Purchased Assets other than the Employee Holdco Shares, including under the Real Property Leases, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the Fallsview Retail Subleases and the Contracts, arising from or relating to events or matters occurring prior to the Closing Time except to the extent that the Service Provider receives a credit for such Liabilities in accordance with Section 4.3(f) (including Liabilities for Taxes relating to the Purchased Assets arising prior to the Closing Time not otherwise adjusted for on the Closing Date and except those which are the express responsibility of the Service Provider pursuant to this Agreement), and including any Liabilities to the extent arising from or relating to events, matters or items disclosed in the Environmental Reports or the Building Condition Reports, regardless of whether the Liabilities relating to such events, matters or items occur or arise before or after the Closing Time;

(b) all Liabilities in respect of any Claim against OLG or the Existing Operator relating to the Subject Gaming Sites or the Purchased Assets arising on or before or relating to the period prior to the Closing Time;

(c) all Liabilities for amounts that are due and payable for goods delivered and services rendered to the Subject Gaming Sites prior to the Closing which have not been paid as at the Closing Time, except to the extent that the Service Provider receives a credit for such Liabilities in accordance with Section 4.3(f);

(d) all Liabilities relating to Local Progressive Jackpots;

(e) all costs and expenses incurred by OLG or the Existing Operator relating to maintenance of the IT Hardware arising from or relating to events or matters occurring prior to the Closing Time and not paid by or otherwise adjusted for on the Closing Date;

(f) any and all amounts payable by OLG to the Existing Operator relating to the operation of the Subject Gaming Sites by the Existing Operator during the period prior to the Closing Time;

(g) all Liabilities relating to the Win Tax;

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(h) all Liabilities recorded as provisions on the financial statements in respect of the Complex as at the Closing Date; and

(i) except as otherwise specifically provided herein, all Liabilities relating to the Excluded Assets.

3.5 Closing

(a) No later than 10 days prior to the Closing Date, the Service Provider will deliver to the Seller drafts of all documents referred to in Section (A) of Schedule 11 and the Seller shall deliver to the Service Provider drafts of all documents referred to in Section (B) of Schedule 11 that are not also listed in Section (A) of Schedule 11 (other than the Closing Estimate which is dealt with in Section 4.2).

(b) No later than 5:00 p.m. (Toronto time) on the Pre-Closing Date (unless an earlier delivery time is expressly required by another provision of this Agreement):

(i) the Service Provider shall deliver or cause to be delivered to the Seller’s solicitors, in escrow, the documents referred to in Section (A) of Schedule 11;

(ii) the Seller shall deliver or cause to be delivered to the Service Provider’s solicitors, in escrow, the documents referred to in Section (B) of Schedule 11; and

(iii) the Service Provider shall pay or cause to be paid the Purchase Price, subject to adjustment pursuant to Article 4, together with the HST referred to in Section 3.7(b), if any (collectively, the “Closing Payment”), to the Seller’s solicitors, in escrow, by wire transfer of immediately available funds and the Seller’s solicitors shall have confirmed receipt of the Closing Payment to the Service Provider’s solicitors by no later than 5:00 p.m. (Toronto time) on the Pre-Closing Date,

which documents and Closing Payment shall be held in escrow in accordance with the provisions of Section 3.10.

(c) The Closing shall take place at the offices of Davies Ward Phillips & Vineberg LLP, 40^th Floor, 155 Wellington Street West, Toronto, Ontario at the Closing Time or at such other place and time as may be agreed upon by the Parties in writing.

(d) At the Closing, the following will occur:

(i) the Closing Payment shall be automatically released from escrow and the Seller’s solicitors shall be irrevocably authorized and directed to deliver the Closing Payment to the Seller, or as OLG may otherwise direct;

(ii) the Service Provider will assume the Assumed Liabilities; and

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(iii) the Seller will assign and transfer or will cause to be assigned and transferred to the Service Provider good and valid title in and to the Purchased Assets (provided that the Service Provider acknowledges and agrees that any registrations in respect of the assignment and transfer of the Leased Real Property may only be completed after Closing in accordance with Section 3.10), free and clear of all Encumbrances other than Permitted Encumbrances and Assumed Liabilities and the documents referred to in Section (A) of Schedule 11 and the documents referred to in Section (B) of Schedule 11 shall, in each case, be automatically released from escrow and become effective in accordance with their terms.

(e) Each Party shall reasonably cooperate with the other on the exchange of information pertaining to the Assumed Liabilities and the Excluded Liabilities.

3.6 Non-Assignable Rights

Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign, or cause to be assigned, to the Service Provider, any Contract to which the Seller or the Existing Operator is a party or any Claimed Amount which, in either case, as a matter of Applicable Law or by its terms, is (i) not assignable, or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent, or (iii) an assignment which would contravene any Applicable Law (collectively, “Non-Assignable Rights”). In connection with such Non-Assignable Rights, following the Closing Time:

(a) each of the Parties shall, at the request of the other, apply for and use all commercially reasonable efforts to obtain all consents or approvals contemplated by such Contracts or Claimed Amounts, provided that (and without affecting the interpretation of “commercially reasonable efforts” as such term is used elsewhere in this Agreement and for greater certainty only in respect of the matters subject to commercially reasonable efforts as described in this Section 3.6(a)) nothing herein shall require the Seller or the Existing Operator to make any payment, give any guarantee or other financial contribution or incur any obligation to any other party to the Contracts or Claimed Amounts or to any Governmental Authority or to institute or threaten any legal or other proceedings against any Person;

(b) the Parties shall co-operate with each other, at the Service Provider’s expense, in any reasonable and lawful arrangements designed to provide the benefits of such Non-Assignable Rights to the Service Provider, including, holding any such Non-Assignable Rights in trust for the Service Provider, sub-contracting, sub-licensing or sub-leasing;

(c) the Seller shall, or shall cause the Existing Operator to, at the request, expense and risk of the Service Provider, enforce any rights of the Seller or the Existing Operator, as applicable, arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto;

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(d) the Seller shall, or shall cause the Existing Operator to, at the request, expense and risk of the Service Provider, take all such actions and do, or cause to be done, all such things as shall be reasonably necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of the Service Provider;

(e) each of the Seller and the Service Provider shall keep the other reasonably informed of any progress in obtaining any required consents and waivers with respect to the Non-Assignable Rights and, in any event, shall provide notice promptly following receipt of any such consents or waivers; and

(f) without limiting the rights and obligations of the Parties under this Section 3.6, once a consent or waiver has been obtained with respect to such Non-Assignable Right, such Non-Assignable Right shall be deemed to be automatically assigned to the Service Provider and the Service Provider shall be deemed to automatically assume the obligations under such Non-Assignable Right without any further act or formality.

To the extent that the Service Provider is provided the benefits pursuant to this Section 3.6 of any Non-Assignable Rights, the Service Provider shall perform for the benefit of the other Persons that are parties thereto the obligations of the Seller or the Existing Operator thereunder and pay, perform and discharge when due any related Liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such Liabilities to the Service Provider, would be Assumed Liabilities and shall fully indemnify and hold the Seller Indemnified Persons harmless from and against all such Liabilities. Except as set forth in paragraphs (a) to (e) above, neither the Seller nor the Existing Operator shall have any obligation following the Closing Time to the Service Provider for the failure to obtain any Consent in respect of the Non-Assignable Rights that may be required in connection with the Transactions. The Service Provider agrees that no representation, warranty or covenant of the Seller contained herein shall be deemed breached as a result of the failure to obtain any such Consent. For greater certainty, the Non-Assignable Rights shall not be or be deemed to be an Excluded Asset.

3.7 Payment of Taxes

(a) The Service Provider shall pay or otherwise remit on the Closing Date to the Seller or directly to the Governmental Authority as required by Applicable Law in addition to the Purchase Price (as adjusted), all applicable Taxes properly payable by the Service Provider on and in connection with the sale, conveyance and transfer of the Purchased Assets and the entering into by the Service Provider of the Fallsview Lease (the “Transfer Taxes”). Where payment is made other than to the Seller, the Service Provider shall provide evidence thereof to the Seller. The Service Provider shall indemnify and save harmless the Seller Indemnified Persons from all Claims and Losses incurred or suffered by any of the Seller Indemnified Persons as a result of the failure by the Service Provider to pay in a timely manner any of the Transfer Taxes payable by it, whether arising from reassessment or otherwise.

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(b) The Service Provider shall pay to the Seller’s solicitors, in trust, no later than 5:00 p.m. (Toronto time) on the Pre-Closing Date, by wire transfer of immediately available funds, all HST applicable to the sale and transfer of the Seller’s, the Existing Operator’s and the Existing General Partner’s respective right, title and interest in the Purchased Assets conveyed to the Service Provider or self-assess and remit any HST to the Receiver General Canada and/or provincial agency, if applicable, when and to the extent required by the Excise Tax Act (Canada) or relevant provincial legislation.

3.8 Tendering

Any tender of documents under this Agreement shall be made upon the Parties or their respective legal counsel. Any tender of money under this Agreement shall be made by the delivery of a wire transfer of immediately available funds to the bank account specified by the applicable Party or to the trust account of the applicable Party’s legal counsel. The foregoing provisions are subject to Section 3.10.

3.9 Extension of Closing Date

OLG shall have the right, in its sole discretion, to extend the Closing Date at any time and from time to time to a date not later than the Outside Date, by providing 30 days’ prior notice to the Service Provider (or such shorter period of notice that is reasonable in the circumstances, including circumstances in which the extension is being initiated by OLG as a result of crisis, emergency or the occurrence of a Force Majeure Event). The Service Provider may require OLG to reimburse the Service Provider for its additional reasonable costs incurred by the Service Provider as a result of such extension, provided that the Service Provider uses commercially reasonable efforts to minimize such costs. Notwithstanding the foregoing, if such extension was initiated by OLG as a result of delays caused by the Service Provider’s failure to perform its obligations under this Agreement for any reason other than a No Fault Delay, then the Service Provider shall not be entitled to recover any such additional costs.

3.10 Escrow Arrangements

(a) The Seller and the Service Provider acknowledge that the electronic registration system (hereinafter referred to as the “TERS”) is operative on a mandatory basis in the Land Titles Office where the Leased Real Property is located and, accordingly, the following provisions shall prevail, namely:

(i) the Service Provider’s solicitors and the Seller’s solicitors shall each be obliged to be authorized TERS users and in good standing with the Law Society of Upper Canada, and they are hereby authorized by the Parties to enter into a document registration agreement based on the form adopted by the Joint LSUC CBAO Committee on Electronic Registration of Title Documents on March 29, 2004 or any successor version thereto, subject to such amendments as are necessary to reflect the specific closing procedures set out in this Section 3.10 (the “DRA”), together with the additional requirement that the Service Provider’s solicitors shall also be obliged to provide the Seller’s solicitors with a copy of the registration report printed by TERS upon the registration of the

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electronic documents, as evidence of the registration thereof, within 1 Business Day of the Closing Date. It is understood and agreed that the DRA shall outline or establish the procedures and timing for completing the applicable portions of the Transactions electronically, and shall be executed by both the Seller’s solicitors and the Service Provider’s solicitors and exchanged by courier or electronic transmission between said solicitors (such that each solicitor has a photocopy or other form of electronic copy of the DRA duly executed by both solicitors) by no later than 2 Business Days prior to the Pre-Closing Date;

(ii) The delivery and exchange of documents to be delivered at Pre-Closing and the Closing Payment and the release thereof to the Seller and the Service Provider, as the case may be, on Closing, shall be governed by the DRA, pursuant to which the solicitor receiving any documents to be delivered at Pre-Closing, or the Closing Payment, will be required to hold same in escrow, and will not be entitled to release same except in strict accordance with the provisions of the DRA; and

(iii) For greater certainty, the DRA shall provide that Closing shall occur automatically at the Closing Time, without the requirement of any further action on the part of the Seller or the Service Provider or their respective solicitors, subject only to the Pre-Closing having occurred and as otherwise provided for in Section 3.10(d).

(b) Each of the Parties agrees that the delivery of any of the documents to be delivered at Pre-Closing not intended or required to be registered on title to that part of the Leased Real Property that is the subject of the CN Premises Lease or the Fallsview Lease shall, unless the Parties otherwise agree, be by way of delivery of originally signed copies thereof on the Pre-Closing Date to the other Party.

(c) Notwithstanding anything contained in this Agreement or in the DRA to the contrary, it is expressly understood and agreed by the Parties that an effective tender shall be deemed to have been validly made by either Party (in this Section called the “Tendering Party”) upon the other Party (in this Section called the “Other Party”) when the solicitor for the Tendering Party has:

(i) delivered all applicable documents to be delivered at Pre-Closing and, if applicable, the Closing Payment, to the Other Party’s solicitor in accordance with the provisions of this Agreement and the DRA;

(ii) advised the solicitor for the Other Party, in writing, that the Tendering Party is ready, willing and able to complete the Transactions in accordance with the terms and provisions of this Agreement; and

(iii) completed all steps required by TERS in order to complete the applicable portions of the Transactions that can be performed or undertaken by the Tendering Party’s solicitor without the cooperation or participation of the Other

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Party’s solicitor, and specifically when the Tendering Party’s solicitor has electronically “signed” the notice of assignment of lessee’s interest in lease relating to the CN Premises Lease and the notice of lease relating to the Fallsview Lease to be registered electronically for completeness and granted “access” to the Other Party’s solicitor (but without the Tendering Party’s solicitor releasing same for registration by the Other Party’s solicitor).

(d) No later than 5:00 p.m. (Toronto time) on the Pre-Closing Date, each of the Seller’s solicitors and the Service Provider’s solicitors shall confirm to the other that the respective obligations of the Seller and the Service Provider as set forth in Section 3.5(b) have been completed in full, that the Seller and the Service Provider are otherwise in a position to complete the Closing effective as of the Closing Time and accordingly, that Pre-Closing has occurred. Closing shall thereafter occur automatically as of the Closing Time, subject only to Section 12.2 and the non-satisfaction of any of the conditions to Closing as set out in Sections 15.1 (subject to Section 7.2) and 15.3 that are not otherwise waived or deemed waived by the Seller or the Service Provider in accordance with this Agreement.

(e) The Service Provider acknowledges and agrees that to the extent the Service Provider intends to register on title any instruments evidencing its interest in any of the Leased Real Property, that it shall only be possible to register such instruments subsequent to the Closing Time. Accordingly, given that Closing shall occur automatically as of the Closing Time (subject to the provisions of Section 3.10(d)) without any such registrations being completed, it shall be at the option of the Service Provider to consider obtaining, at its sole cost and risk, a Title Insurance Policy in respect of its interest in any of the Leased Real Property, with such policy being effective as of the Closing Time. For greater certainty and notwithstanding anything to the contrary contained in this Agreement, the Service Provider acknowledges and agrees that Closing is not, under any circumstances, conditional upon registrations evidencing the Service Provider’s interest in any of the Leased Real Property being completed as at the Closing Time and accordingly, provided that the Pre-Closing has otherwise occurred, the Closing shall occur at the Closing Time in accordance with the provisions of this Section 3.10.

3.11 Joinder Agreement

Immediately following the Closing, the Service Provider shall, and shall cause the Employee Holdco to, execute and deliver to OLG a Joinder Agreement in accordance with the requirements set forth in the Casino Operating and Services Agreement.

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ARTICLE 4

PURCHASE PRICE

4.1 Purchase Price for the Assets

(a) Subject to Sections 4.2, 4.3 and 4.4 and in addition to the assumption, payment, discharge, performance and fulfillment of the Assumed Liabilities by the Service Provider, the Service Provider shall pay to the Seller as the purchase price for the Purchased Assets the amount of Eighty-Eight Million Eight Hundred Thirty-Seven Thousand and One Dollars ($88,837,001) (the “Purchase Price”), plus applicable Taxes, which amount, for greater certainty, does not include the amount to be adjusted for pursuant to Section 4.3(f)(x) in respect of the value of the Inventory as at the Cutoff Time.

(b) Subject to Section 4.2(b), the Purchase Price shall be payable no later than 5:00 p.m. (Toronto time) on the Pre-Closing Date by wire transfer of immediately available funds to the Seller’s solicitor’s trust account specified by the Seller in writing prior to the Pre-Closing.

(c) The Seller and the Service Provider acknowledge and agree that the allocation of the aggregate Purchase Price for the Purchased Assets relating to each Subject Gaming Site is set out at Schedule 18 and the Parties agree to cause their books and records of account and all governmental returns, representations and other submission to any Governmental Authority to represent and reflect the fact and accuracy of such allocation. Subject to the foregoing, each of the Seller and the Service Provider may allocate the Purchase Price among the several classes of the Purchased Assets as they pertain to each particular Subject Gaming Site (a “Class Allocation”) as may be determined by each Party, provided that for the purposes only of determining any Taxes payable or collectable on Closing by the Seller under this Agreement, the Class Allocation shall be deemed to be the allocation as set out in Schedule 18.

4.2 Closing Estimate

(a) The Seller will prepare and deliver to the Service Provider at least 5 days prior to the Pre-Closing Date a draft closing statement (the “Closing Estimate”), in the form set out in Schedule 12 containing the Seller’s best estimate of the Net Working Capital as at the Cutoff Time (the “Estimated Closing Net Working Capital”). The amounts set out in the Closing Estimate shall be the basis upon which the prorations and adjustments provided for herein shall be made.

(b) The Purchase Price payable no later than 5:00 p.m. (Toronto time) on the Pre-Closing Date will be adjusted as follows:

(i) if the Estimated Closing Net Working Capital set out in the Closing Estimate exceeds the Target Working Capital, then there shall be a credit in favour of the Seller on a dollar-for-dollar basis equal to such excess, as an adjustment to the Purchase Price, and such amount, together with the Purchase Price, shall be payable in the manner set out in Section 4.1(b);

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(ii) if the Estimated Closing Net Working Capital set out in the Closing Estimate is less than the Target Working Capital, then there shall be a credit in favour of the Service Provider on a dollar-for-dollar basis equal to the amount of such shortfall, as an adjustment to the Purchase Price and such shortfall shall be deducted from the Purchase Price; or

(iii) if the Estimated Closing Net Working Capital set out in the Closing Estimate is equal to the Target Working Capital, there shall not be any adjustment to the Purchase Price pursuant to this Section 4.2.

4.3 Closing Statement

(a) The Service Provider shall provide to the Seller not later than 45 Business Days after the Closing Date, a statement certified by the Service Provider’s Chief Financial Officer that shall set out the Net Working Capital as at the Cutoff Time (the “Closing Statement”, and the Net Working Capital as at the Cutoff Time determined in accordance with this Agreement and set out in the Closing Statement, the “Closing Net Working Capital”), in the form set out in Schedule 12. The Seller will make available to the Service Provider such information and documentation in its possession or control as may be reasonably required in order for the Service Provider to prepare the Closing Statement. Upon request by the Seller, the Service Provider shall provide such information and documentation in its possession or control as may be reasonably required by the Seller in order to confirm the Closing Statement.

(b) The Closing Statement shall become final and binding on the Parties on the 30th Business Day following receipt thereof by the Seller unless the Seller gives written notice of its objections with respect to the Closing Statement (a “Notice of Objection”) to the Service Provider on or prior to such date. Any Notice of Objection shall specify in reasonable detail the nature of any objections so asserted, including the dollar amount involved and the basis therefor.

(c) If a Notice of Objection is delivered to the Service Provider during the aforementioned 30 Business Day period, the Service Provider and the Seller shall work in good faith in an attempt to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Objection. If, at the end of such 30 Business Day period, the Service Provider and the Seller have not reached agreement on all of such matters, the matters that remain in dispute shall be submitted to a mutually agreeable (each Party acting reasonably) partner at any one of KPMG, PricewaterhouseCoopers, Ernst & Young or Deloitte (the “Accountants”) who shall be instructed to resolve such items within 20 Business Days. The Accountants shall determine the Net Working Capital as at the Cutoff Time, which shall be either the Seller’s proposed adjustment or the Service Provider’s proposed calculation as set out in the Closing Statement or such

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other amount as the Accountants deem to be correct. The fees and expenses of the Accountants shall be paid by the Seller and/or the Service Provider in proportion to the extent to which each Party’s proposed adjustment or proposed calculation, as the case may be, is not accepted by the Accountants.

(d) If a Notice of Objection is received by the Service Provider within the 30 Business Day period specified in Section 4.3(b), then the Closing Statement shall become final and binding upon the Parties on the earlier of (i) the date the Parties resolve in writing any differences they have with respect to all matters specified in the Notice of Objection, or (ii) the date all disputed matters specified in the Notice of Objection are finally resolved in writing by the Accountants. The Closing Statement shall be deemed amended to reflect the resolution in accordance with this Agreement of any differences or disputed matters, and upon becoming final and binding in accordance with this Agreement, shall constitute the “Final Closing Statement” and the Closing Net Working Capital set out therein shall constitute the “Final Closing Net Working Capital”. For greater certainty, the final and binding nature of the Final Closing Statement shall not prejudice or limit the rights or obligations of the Parties under Section 14.1.

(e) The provisions of Section 4.3(f) shall apply for the purposes of the calculation contemplated by each of Sections 4.2 and 4.3.

(f) The following matters and items pertaining to the Subject Gaming Sites shall be apportioned between the Parties or, where applicable, credited in total to a particular Party, as of the Cutoff Time. Net credits in favour of the Service Provider shall be deducted from the balance of the Purchase Price at the Closing and net credits in favour of the Seller shall be paid in cash at the Closing. Unless otherwise indicated below, the Service Provider shall receive a credit for any of the following items to the extent the same are accrued but unpaid as of the Cutoff Time (whether or not due, owing or delinquent as of the Cutoff Time), and the Seller shall receive a credit to the extent any of the following items shall have been paid by the Seller or the Existing Operator on or prior to the Closing Date to the extent the payment thereof relates to any period of time after the Cutoff Time:

(i) All restaurant and bar facilities which are not subject to any Contracts will be closed as of the Cutoff Time and the Seller shall receive the income from the same until the Cutoff Time and the Service Provider shall receive the income from the same after the Cutoff Time.

(ii) Subject to Section 4.3(i), all Taxes in the nature of special or general assessments, real property taxes, water and sewer rents, rates and charges, and any municipal permit fees. If the amount of any such item is not ascertainable on the Closing Date, the credit therefor shall be based on the most recent available bill and notwithstanding the final and binding nature of the Final Closing Statement, the Parties shall re-prorate such taxes, assessments and levies based upon the actual tax bills within 20 Business Days after such tax bills are received.

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(iii) Subject to Section 4.3(i), telephone and telex contracts and contracts for the supply of heat, steam, electric power, gas, lighting and any other utility service, with the Seller receiving a credit for all deposits, if any, made by the Seller or the Existing Operator as security under any such public service contracts if the same are transferable and provided such deposits remain on deposit for the benefit of the Service Provider. Where possible, cutoff readings will be secured for all utilities as of the Cutoff Time. To the extent they are not available, the cost of such utilities shall be apportioned between the Parties on the basis of the latest actual (not estimated) bill for such service and notwithstanding the final and binding nature of the Final Closing Statement, the Parties shall re-prorate such cost based upon the actual bills within 30 days after such bills are received.

(iv) All amounts due by the Seller, the Existing Operator or the Employee Holdco, as applicable, under the Real Property Leases, the Fallsview Retail Subleases, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the Contracts and the Employee Holdco Contracts with reference to periods prior to the Closing Date shall be paid by the Seller or credited to the Service Provider as a reduction of the Purchase Price. The Seller shall receive a credit for Prepaid Items and Employee Holdco Prepaid Items as of the Cutoff Time, including all advance payments or deposits made with respect to Inventories ordered but not delivered to the Subject Gaming Sites prior to the Closing Date, prepaid expenses under the Real Property Leases, the Fallsview Retail Subleases, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the Contracts and the Employee Holdco Contracts, advertising expenses, fees for permits, prepaid expenses in connection with any covenants, conditions, and restrictions or other similar documents. The Service Provider shall receive a credit for (A) any amounts prepaid to the Seller, the Existing Operator or the Employee Holdco under the Real Property Leases, the Fallsview Retail Subleases, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the Contracts and the Employee Holdco Contracts, and (B) the Customer Prepaid Items, in each case, with reference to periods after the Closing Date.

(v) The Seller shall be credited on Closing for the prorated amount of monthly rent payable by the Service Provider pursuant to each Real Property Lease, as applicable, for the remaining number of days in the month in which the Closing Date occurs (including the Closing Date).

(vi) Fees paid for Liquor Licences and Consents (except for Excluded Assets) in the current period.

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(vii) Vending machine, laundry machine, pay telephones and other non-gaming coin-operated equipment monies as of the Cutoff Time will be for the benefit of the Seller.

(viii) The Service Provider shall purchase and the Seller shall sell to the Service Provider (or receive a credit therefor) all Cash at 100% of the face value as of the Cutoff Time. In addition, the Seller shall receive a credit equal to the amount of funds held on deposit in the bank accounts of the Employee Holdco as at the Cutoff Time.

(ix) The Service Provider shall be entitled to a credit for all security and other deposits held by the Seller or the Existing Operator as of the Cutoff Time with respect to any Contracts, the Real Property Leases, the CN Licence, the Parking Licence and the Kent Street Parking Licence.

(x) The Seller shall be credited with the book value of all of the Inventory as at the Cutoff Time. Immediately prior to the Cutoff Time, the Seller and the Service Provider shall cause a physical count and tally of the Inventory to be prepared by representatives of the Seller (and if requested by OLG, the Existing Operator) and the Service Provider, and the results of such physical count and tally shall be incorporated into the Closing Statement.

(xi) The Service Provider shall be credited with an amount equal to all Liabilities accrued and outstanding as at the Cutoff Time in respect of the Existing Operator Customer Loyalty Program originating at the Casinos and redeemable after Closing at the Casinos.

(xii) The Service Provider shall be credited with the amount of all outstanding Site Gift Certificates that have not been redeemed and have not expired as at the Cutoff Time.

(xiii) The Seller shall be credited with an amount in respect of the Markers Receivable that have not been paid to or collected by or on behalf of OLG as of the Cutoff Time equal to the aggregate amount of the Markers Receivable less an allowance for doubtful markers as calculated and determined in accordance with the credit issuance and credit collection policies and procedures of the Existing Operator described in the files in the folder entitled “RFP 1617-009 - Niagara\Background Information\3.0 Finance\3.23 Credit Markers Receivable Information” made available to the Service Provider in the Data Room as at the Data Room Cutoff Date.

(xiv) The Seller shall be credited with an amount equal to all Prepaid Items in respect of entertainers or other events taking place at the Subject Gaming Sites on or after the Closing Date, including for greater certainty any marketing costs incurred by or on behalf of OLG.

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(xv) The Service Provider shall be credited with an amount equal to all deposits, advance payments and credits for bookings and reservations for guest, conference, meeting and banquet rooms or other facilities at the Subject Gaming Sites relating to a period of time after the Closing Date that have been collected and received by or on behalf of OLG or the Existing Operator before the Closing Date.

(xvi) The Seller shall receive a credit in an amount equal to the Pre-Closing Hotel Amounts, save and except for all such amounts charged following the guest check-in time (4:00:00 p.m. Toronto time) on the Pre-Closing Date until the guest check-out time (11:00 a.m. Toronto time) on the Closing Date, during which period of time all amounts charged to the open accounts of any guests shall be shared between the Seller and the Service Provider equally, and the Service Provider shall be entitled to retain all deposits made and amounts collected for such open guest accounts.

(xvii) Without duplication of any of the items referred to in this Section 4.3(f), all Prepaid Items and all Employee Holdco Prepaid Items.

(xviii) Such other items as are provided for in this Agreement or as are normally prorated and adjusted in the transactions similar to the Transactions.

(g) For greater certainty, the aggregate amount of all Cash and Cash Equivalents, collected or otherwise received from Players and other customers and validly accrued in respect of the funding of Local Progressive Jackpots relating to the Subject Gaming Sites prior to Closing shall not be adjusted for or otherwise form part of the calculation of Net Working Capital, and the liabilities and obligations of the Parties with respect to Local Progressive Jackpots following Closing shall be as provided for in the Casino Operating and Services Agreement.

(h) All actual costs and liabilities in respect of the Employees that are accrued up to the Closing Date and that require adjustment, including premiums for employment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, workers compensation assessments, accrued wages, salaries, commissions and other compensation, accrued vacation pay and Benefit Plan and Pension Plan contributions or other payments (for greater certainty, excluding contingent liabilities that could actually be incurred following the Closing, including any notice of termination or pay in lieu of notice, severance pay or damages for wrongful dismissal owing to or claimed by any Employee following the Closing) shall be appropriately adjusted such that OLG shall be responsible for all such costs and liabilities up to the Closing Date, and the Service Provider shall be responsible for such costs and liabilities from and after the Closing Date.

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(i) Notwithstanding anything to the contrary in Section 4.3(f), and without limiting the generality of Section 1.3(m), the Purchase Price will not be adjusted in respect of any amount that is recoverable from and payable by the Service Provider, in its capacity as tenant, as Additional Rent under and as defined in the Fallsview Lease from and after the Closing.

4.4 Purchase Price Adjustment

(a) At the time the Closing Statement becomes final and binding on the Parties as provided herein, certain payments shall be made to the Service Provider or the Seller, as the case may be, as follows:

(i) If the Final Closing Net Working Capital set forth in the Final Closing Statement exceeds the Estimated Closing Net Working Capital, then the Service Provider shall pay an amount equal to such excess to the Seller, as an adjustment to the Purchase Price.

(ii) If the Final Closing Net Working Capital set forth in the Final Closing Statement is less than the Estimated Closing Net Working Capital, then the Seller shall repay an amount equal to such difference to the Service Provider, as an adjustment to the Purchase Price.

(iii) If the Final Closing Net Working Capital set forth in the Final Closing Statement is equal to the Estimated Closing Net Working Capital, there shall not be any payment to either Party pursuant to this Section 4.4.

(b) All such amounts shall be paid by wire transfer of immediately available funds within 10 Business Days of the date that the Closing Statement becomes final and binding on the Parties.

4.5 Property Tax Appeals and Reassessments

The Service Provider shall be entitled to assume carriage after Closing of any outstanding property tax appeal proceedings and requests for reassessments being conducted or made by the Seller in respect of any of the Subject Gaming Sites (or any portion thereof) for the property tax year in which Closing occurs, all of which are set out at Part A of Schedule 19 but, notwithstanding Closing, the Seller shall retain carriage of any and all outstanding property tax appeal proceedings and requests for reassessments in respect of the Subject Gaming Sites, for any and all property tax years prior to the property tax year in which Closing occurs. The Seller shall keep the Service Provider advised on a timely and ongoing basis of the status of any such property tax proceeding and any material changes or developments with respect thereto (and shall provide copies of all documentation in respect thereto) and the Seller may not settle any such property tax proceeding without the prior written consent of the Service Provider, which consent shall not be unreasonably withheld, conditioned or delayed, provided such consent shall only be required where the settlement of such property tax proceeding could reasonably be expected to have an adverse effect on any property tax payable by the Service Provider for any property tax year following the property tax year in which the Closing occurs. Notwithstanding anything to the contrary contained herein, the Seller shall be entitled to the full amount of all refunds and rebates resulting from any property tax appeals or requests for reassessments in respect of any

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Subject Gaming Sites for property tax years prior to the property tax year in which the Closing occurs, and if any Party has filed a property tax appeal or request for reassessment in respect of the Subject Gaming Sites for the property tax year in which Closing occurs, the Seller and the Service Provider shall share the amount of any rebate or refund resulting therefrom, in each case in proportion to respective periods of such property tax before and after the Closing Date, after first paying to the applicable Party all reasonable costs and expenses incurred by such Party in pursuing such appeal or reassessment. For purposes of determining the rebate or refund resulting from a reassessment of the property tax year in which the Closing occurs, all reasonable costs and expenses of any Party incurred in connection with the filing and prosecution of such claim shall be deducted and paid to such Party before making the allocation set forth in the preceding sentence.

4.6 Pre-Closing OLG Amounts

The Seller and the Service Provider acknowledge and agree that all Pre-Closing OLG Amounts shall remain the property of the Seller or the Existing Operator, as applicable, are not being transferred, assigned or otherwise conveyed to the Service Provider and there shall be no apportionment between the Parties for the Pre-Closing OLG Amounts.

After the Closing Date, the Seller or the Existing Operator, as applicable, shall have the right to recover, pursue or claim, at its own expense, from the applicable third parties any Pre-Closing OLG Amounts but such right to recover, pursue or claim the Pre-Closing OLG Amounts shall not include the right to seek termination of the applicable Real Property Lease or the applicable Contract or to commence bankruptcy or insolvency proceedings against the applicable third party. OLG shall give notice to the Service Provider of any legal proceeding that the Seller or the Existing Operator, as applicable, intends to take against any third party prior to commencing such legal proceeding. The Service Provider agrees to use commercially reasonable efforts to assist the Seller or the Existing Operator, as applicable, with respect to their attempts to recover Pre-Closing OLG Amounts following Closing, provided that the Service Provider shall not be required to expend money or incur any obligations or liabilities in connection therewith. To the extent that the Service Provider receives any amounts following Closing in respect of Pre-Closing OLG Amounts, such amounts shall be received and held in trust by the Service Provider for and on behalf of the Seller or the Existing Operator, as applicable, and the Service Provider shall, as soon as possible following its receipt of any such Pre-Closing OLG Amounts, pay such amounts to OLG (which shall receive such amounts on its own behalf or on behalf of OGAC or the Existing Operator, as applicable) without set-off or deduction.

4.7 Pre-Closing Employee Holdco Amounts

Following the Closing, the Service Provider shall cause the Employee Holdco to use commercially reasonable efforts to recover Pre-Closing Employee Holdco Amounts. To the extent that the Employee Holdco receives any amounts following Closing in respect of Pre-Closing Employee Holdco Amounts, such amounts shall be received and held in trust by the Employee Holdco for and on behalf of the Seller, and the Service Provider shall cause the Employee Holdco to, as soon as possible following receipt by the Service Provider or the Employee Holdco of any such Pre-Closing Employee Holdco Amounts, pay such amounts to OLG without set-off or deduction.

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ARTICLE 5

CLOSING LETTERS OF CREDIT

5.1 Closing Letters of Credit

(a) On or before the Original Execution Date, the Service Provider shall have delivered to OLG pursuant to the RFP, and shall thereafter maintain (in accordance with Section 5.1(b)), one or more irrevocable, unconditional standby letters of credit in an aggregate amount of [REDACTED], in favour of OLG (each, a “Closing Letter of Credit”, and together, the “Closing Letters of Credit”).

(b) In the event that any Closing Letter of Credit must be renewed or replaced at any time, the Service Provider agrees to provide to OLG reasonable evidence of the renewal or replacement of such Closing Letter of Credit no later than 15 calendar days prior to the renewal or expiry date, if any, of such Closing Letter of Credit.

(c) Draws on any Closing Letter of Credit pursuant to this Agreement shall only be requested by OLG as provided for in Section 2.20, this Section 5.1, Section 14.8 and Section 16.4 hereof.

(d) Without limiting Section 5.1(c), OLG shall be entitled to draw the full amount of each and every Closing Letter of Credit:

(i) upon the failure of the Service Provider to renew or replace a Closing Letter of Credit pursuant to Section 5.1(b);

(ii) without limiting Section 16.4, upon an Act of Insolvency of the Service Provider except where, in the case of paragraphs (b) or (c) in the definition of Act of Insolvency, such proceedings or occurrences have been withdrawn, stayed, discharged, or are otherwise of no further effect within 15 days of their occurrence or commencement or upon the forfeiture, disclaimer, repudiation or other termination of this Agreement in connection with, as a result of or in relation to any such Act of Insolvency;

(iii) upon the downgrading of any of the banks or other financial institutions that issued a Closing Letter of Credit that would cause such bank or financial institution to no longer be an Eligible Institution, unless the Service Provider has provided to OLG a replacement for such Closing Letter of Credit meeting the requirements of the RFP within 10 Business Days following such downgrading; or

(iv) upon the Act of Insolvency of any of the banks or other financial institutions that issued a Closing Letter of Credit.

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(e) In the event that a Closing Letter of Credit is drawn down in accordance with Section 5.1(d), OLG shall hold the cash proceeds thereof without interest in a bank account selected by OLG and such cash proceeds shall thereupon stand in place of such Closing Letter of Credit until the Service Provider delivers (or causes the delivery of) a replacement for such Closing Letter of Credit to OLG meeting the requirements of the RFP. OLG shall be entitled to make withdrawals of such cash proceeds in the same manner that it is permitted to draw upon a Closing Letter of Credit under Section 5.1(c). Upon the replacement of such Closing Letter of Credit by the Service Provider with a replacement for such Closing Letter of Credit meeting the requirements of the RFP, OLG shall return all remaining cash proceeds, without interest (from such bank account) to the Service Provider or as the Service Provider may direct within 5 Business Days.

(f) OLG may request multiple draws on any Closing Letter of Credit in accordance with this Section 5.1.

(g) OLG shall give 2 Business Days prior written notice to the Service Provider of its intention to draw on a Closing Letter of Credit except in the case of a draw pursuant to Section 5.1(d)(ii) or Section 5.1(d)(iv) where no prior notice shall be required. If the Service Provider notifies the OLG Transition Representative in writing that the Service Provider disputes OLG’s right to draw on a Closing Letter of Credit and to retain the proceeds as liquidated damages, then OLG shall nonetheless be entitled to draw on a Closing Letter of Credit, but will remain liable to repay all or a portion of the amount drawn, together with interest charges at the default rate of interest prescribed in the Casino Operating and Services Agreement if such Dispute is finally resolved in favour of the Service Provider in accordance with the Dispute Resolution Procedure.

5.2 Return of Closing Letters of Credit

Each Closing Letter of Credit or the undrawn portions thereof will be returned to the Service Provider:

(a) if the Transactions to be completed on the Closing Date are completed, provided that if a Dispute relating to the Service Provider Pre-Closing Transition Activities has arisen or is ongoing, OLG shall be entitled to retain each Closing Letter of Credit until such time as the Dispute has been resolved in accordance with Section 18.1; or

(b) in the circumstances set out in Section 16.5.

5.3 Performance Security

Without limiting any other provision of this Agreement or the Casino Operating and Services Agreement, from and after Closing, OLG may make draws on the Performance Security in accordance with Section 18.01 of the Casino Operating and Services Agreement.

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ARTICLE 6

LIQUOR LICENCES

6.1 No Assignment of Liquor Licences

Nothing in this Agreement shall be construed as an agreement to cause the assignment of the Liquor Licences or an attempt to cause the transfer of the Liquor Licences to the Service Provider.

6.2 Applications

Forthwith after the Original Execution Date:

(a) in respect of the Liquor Licences, the Service Provider shall prepare and the Service Provider shall execute and OLG shall cause to be executed by the Existing General Partner (i) an application for transfer of the applicable Liquor Licences; and (ii) an Authorization to Contract Out in respect of each Liquor Licence; and

(b) the Service Provider shall file (or cause to be filed) with the applicable Governmental Authority, at the Service Provider’s expense, each of the documents referred to in Section 6.2(a).

6.3 No Representations

The Parties acknowledge and agree that, except as set out in Section 7.1(p), the Seller is not making any representations or warranties to the Service Provider with respect to the Liquor Licences, including that (a) the Liquor Licences are transferable or assignable to the Service Provider; or (b) the application for transfer of the Liquor Licences or any Authorization to Contract Out will be accepted or approved by the applicable Governmental Authority.

6.4 Indemnity by the Service Provider

In the event that an Authorization to Contract Out is accepted and approved by the applicable Governmental Authority, then the Service Provider shall indemnify and save harmless the Seller Indemnified Persons from and against any and all Claims and Losses arising out of or resulting from the use of the applicable Liquor Licence after the Closing Date, subject to and in accordance with Article 14.

6.5 Authorization to Contract Out

As between the Existing General Partner and the Service Provider and notwithstanding any term or condition of this Agreement or of the Liquor Licence Act (Ontario), including the regulations thereunder, if an Authorization to Contract Out is accepted and approved by the applicable Governmental Authority on or before Closing, the Authorization to Contract Out shall be effective for a period commencing on Closing and terminating at the earliest to occur of (a) 5:00 p.m. on the date that is 90 days after the Closing Date or such later date as the Seller may designate from time to time by written notice to the Service Provider, (b) the transfer of the Liquor Licences to the Service

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Provider, (c) the expiry of the applicable Liquor Licence(s), or (d) the issuance by the applicable Governmental Authority of a notice of proposal refusing the transfer of the Liquor Licence(s), and thereafter shall be of no further force and effect.

6.6 Costs

The Service Provider shall be responsible for and shall pay all reasonable legal costs incurred by the Seller and, if applicable, the Existing General Partner in connection with the filings contemplated in Section 6.2.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF THE SELLER

7.1 Representations and Warranties of the Seller

As of the Original Execution Date, and except as specifically limited, modified or qualified by a Schedule as set forth below, OLG and OGAC jointly and severally make the following representations and warranties and acknowledge that the Service Provider is relying on such representations and warranties in entering into this Agreement and in purchasing the Purchased Assets and assuming the Assumed Liabilities:

(a) Corporate Organization, Standing and Qualifications.

(i) OLG is a non-share capital corporation established under the Enabling Legislation and OGAC is a corporation duly incorporated and validly existing under the laws of the Province of Ontario and has not been dissolved.

(ii) To the knowledge of the Seller, the Existing Operator is a limited partnership formed under the laws of the Province of Ontario and has not been wound up.

(iii) The Existing General Partner is a corporation incorporated under the laws of the Province of Nova Scotia and has not been dissolved.

(iv) The Employee Holdco is a corporation existing under the laws of the Province of Ontario and has not been dissolved.

(v) Pursuant to the Enabling Legislation, OLG is for all its purposes an agent of the Crown.

(vi) Each of OLG, OGAC and, to the knowledge of the Seller, the Existing Operator and the Existing General Partner, has all requisite corporate power, authority and capacity to own, lease and operate its property and assets and, subject to Section 7.1(b), to sell the Purchased Assets, or cause the Purchased Assets to be sold, to the Service Provider and otherwise perform its obligations pursuant to this Agreement.

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(b) Authorization. Each of OLG and OGAC has the corporate capacity, authority and power to execute, deliver and perform this Agreement. This Agreement has been duly and validly authorized, executed and delivered by OLG and OGAC, and constitutes a legal, valid and binding obligation of OLG and OGAC, enforceable against it in accordance with its terms, subject only to (i) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, reorganization and similar Applicable Law affecting creditors’ rights generally; (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law and that a court may stay proceedings or the execution of judgments regardless of whether asserted in a proceeding in equity or at law; (iii) statutory limitations of general application respecting the enforceability of claims against the Crown or its property; and (iv) the condition set out in the approval that has been provided in connection with this Agreement for the purposes of Section 28 of the Financial Administration Act (Ontario) and Section 4(2) of the Enabling Legislation which is as follows:

(i) OLG shall ensure that the conduct and management of lottery schemes at each Gaming Site continues to be in accordance with the Criminal Code and all applicable provincial law.

(c) No Violations. Except as set out in Schedule 13, the execution and delivery of this Agreement, the consummation of the Transactions and compliance by OLG and OGAC with any provisions hereof will not conflict with or result (with or without notice, lapse of time or both) in a breach of any of the terms, conditions or provisions of (i) the Enabling Legislation; (ii) the articles, by-laws or other constating documents of OGAC; (iii) any Material Contract, except for such conflict, breach or default which would not materially impair or delay the ability of OLG and OGAC to consummate the Transactions and except for such conflict, breach or default as to which requisite waivers or consents shall have been obtained before Closing; or (iv) any Applicable Law applicable to OLG or OGAC or, to the Seller’s knowledge to the Existing Operator, the Existing General Partner or the Employee Holdco.

(d) Consents and Approvals.

(i) Except as set out in Schedule 14, and subject to Section 3.6, no Consent by, or any notification or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to OLG or OGAC or, to the Seller’s knowledge, by the Existing Operator, in connection with the execution, delivery or performance by OLG or OGAC of this Agreement.

(ii) All Ontario Ministerial Approvals have been obtained by OLG on terms and conditions that permit OLG to observe and perform its obligations under this Agreement.

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(e) Real Property.

(i) The Seller has delivered or made available to the Service Provider true, correct and complete copies of the Real Property Leases, the CN Licence, the Parking Licence and the Fallsview Retail Subleases, including all amendments, modifications, assignments, consents, notices, renewals and supplements thereto or otherwise in respect thereof. The CN Premises Lease, the CN Licence, the Parking Licence and the Kent Street Parking Licence are in full force and effect, and the CN Premises Lease creates a good and valid leasehold estate in the CN Leased Real Property. To the knowledge of the Seller, (A) the Dorchester Premises Lease and the Fallsview Retail Subleases are in full force and effect, and (B) the Dorchester Premises Lease creates a good and valid leasehold estate in the Dorchester Leased Real Property. The NFEC Lease is in full force and effect, and the NFEC Lease will, at the NFEC Commencement Date, create a good and valid leasehold estate in the NFEC Leased Real Property.

(ii) The CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the Existing Retail Lease, the NFEC Leased Real Property, the Dorchester Leased Real Property, the Fallsview Retail Subleases and the Owned Real Property comprise all of the real property that is owned, leased or licensed by the Seller, and to the Seller’s knowledge, the Existing Operator in the Subject Gaming Bundle and being used by any of them in connection with the Subject Gaming Sites.

(iii) There are no arrears of rent under the CN Premises Lease, the CN Licence or the NFEC Lease or, to the Seller’s knowledge, the Parking Licence, the Kent Street Parking Licence or the Dorchester Premises Lease which will not be adjusted for on Closing in accordance with the provisions of this Agreement, and, except as disclosed in Schedule 13, there exists no material default, or any event which upon the giving of notice or the passage of time or both, would give rise to any material default in the performance of the Seller, or to the Seller’s knowledge, the Existing Operator’s or the Seller’s subtenants, licensees, sublicensees and other occupants or the lessor thereunder, of any material obligation under the CN Premises Lease, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the NFEC Lease or the Dorchester Premises Lease.

(iv) Neither the Seller nor, to the Seller’s knowledge, the Existing Operator has received written notice of any existing or proposed expropriation or similar proceedings relating to all or any material part of the Seller’s interest or Existing Operator’s interest, as applicable, in the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the NFEC Leased Real Property, the Dorchester Premises Lease or the Owned Real Property.

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(v) No written notice of violation of any Applicable Law or of any covenant, restriction or easement affecting the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the NFEC Leased Real Property or any part thereof for which the Seller is responsible under the terms of the CN Premises Lease, the CN Licence, the Parking Licence, the Kent Street Parking Licence or the NFEC Lease, respectively, or with respect to the use or occupancy of the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property or the NFEC Leased Real Property by the Seller or any part thereof that are outstanding and that would have a material adverse effect on the value or use thereof following the Closing Date, has been received by the Seller from any Governmental Authority or from any other Person entitled to enforce the same. The current gaming use and, to the Seller’s knowledge, the non-gaming uses by the Seller of the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property and the NFEC Leased Real Property are permitted pursuant to Applicable Law.

(vi) To the Seller’s knowledge, no written notice of violation of any Applicable Law or of any covenant, restriction or easement affecting the Parking Licensed Property or the Dorchester Leased Real Property or any part thereof for which the Existing Operator is responsible under the terms of the Parking Licence or the Dorchester Premises Lease, respectively, or with respect to the use or occupancy of the Parking Licensed Property or the Dorchester Leased Real Property by the Existing Operator or any part thereof that are outstanding and that would have a material adverse effect on the value or use thereof following the Closing Date, has been received by the Existing Operator from any Governmental Authority or from any other Person entitled to enforce the same. To the Seller’s knowledge, the current use by the Existing Operator of the Parking Licensed Property and the Dorchester Leased Real Property is permitted pursuant to Applicable Law.

(vii) No written notice of violation of any Applicable Law or of any covenant, restriction or easement affecting the Owned Real Property or any part thereof or with respect to the use or occupancy of the Owned Real Property by the Seller or any part thereof that are outstanding and that would have a material adverse effect on the value or use thereof following the Closing Date, has been received by the Seller from any Governmental Authority or from any other Person entitled to enforce the same. The current gaming use and, to the Seller’s knowledge, the non-gaming uses by the Seller of the Owned Real Property are permitted pursuant to Applicable Law.

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(viii) The Seller has delivered or made available to the Service Provider true, correct and complete copies of the Building Condition Reports in the possession of the Seller, and during the Post-Submission Period, subject in all cases, to any normal wear and tear and to any damage or destruction dealt with in Article 12, there has been no material adverse change to the state and condition of:

(A) the Improvements situated on the CN Leased Real Property that the Seller is responsible to maintain and repair under the terms of the CN Premises Lease;

(B) the Fallsview Buildings situated on the Fallsview Owned Real Property; and

(C) the buildings, structures and fixed improvements located on, in or under the property municipally known as 4200 Montrose Road, Niagara Falls, Ontario, and improvements and fixtures contained in or on such buildings and structures used in the operation of the same, but excluding improvements and fixtures not owned by or on behalf of OLG,

from the state and condition described in the Building Condition Reports, assuming that none of the recommended actions set out in the Building Condition Reports have been implemented by the Seller unless the Service Provider has been otherwise advised by the Seller in writing.

(ix) Subject to any damage or destruction dealt with in Article 12, and subject to matters disclosed in the Building Condition Reports or the Environmental Reports, neither the Seller nor, to the Seller’s knowledge, the Existing Operator has received written notice of any work orders, deficiency notices or other similar notices of non-compliance issued by any Governmental Authority with respect to:

(A) the Improvements situated on the CN Leased Real Property that the Seller is responsible to maintain and repair under the terms of the CN Premises Lease,

(B) the Improvements situated on the CN Licensed Property that the Seller is responsible to maintain and repair under the terms of the CN Licence;

(C) the Improvements situated on the NFEC Leased Real Property that the Seller is responsible to maintain and repair under the terms of the NFEC Lease;

(D) the Improvements situated on the Dorchester Leased Real Property that the Existing Operator is responsible to maintain and repair under the Dorchester Premises Lease; or

(E) the Buildings forming part of the Owned Real Property,

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that are outstanding requiring or recommending that work or repairs in connection with such Leased Real Property, Owned Real Property or any part thereof are necessary or required.

(x) All accounts for work and services performed or materials placed or furnished upon or in respect of any construction or repair of the Improvements in respect of the CN Leased Real Property, the CN Licensed Property or the NFEC Leased Real Property by the Seller (excluding, for greater certainty, all such construction or repairs undertaken by or on behalf of the landlord under such Real Property Leases or the licensor under the CN Licence), which are due and payable, will have been fully paid by Closing and, to the knowledge of the Seller, no one will be entitled on Closing to claim a lien in respect of the CN Leased Real Property, the CN Licensed Property or the NFEC Leased Real Property under the Construction Act (Ontario) for work performed by or on behalf of the Seller (excluding for greater certainty, all work undertaken by or on behalf of the landlord under such Real Property Leases or the licensor under the CN Licence).

(xi) To the Seller’s knowledge, all accounts for work and services performed or materials placed or furnished upon or in respect of any construction or repair of the Improvements in respect of the Parking Licensed Property or the Dorchester Leased Real Property by the Existing Operator (excluding, for greater certainty, all such construction or repairs undertaken by or on behalf of the licensor under the Parking Licence or the landlord under the Dorchester Premises Lease), which are due and payable, will have been fully paid by Closing and, to the knowledge of the Seller, no one will be entitled on Closing to claim a lien in respect of the Parking Licensed Property or the Dorchester Leased Real Property under the Construction Act (Ontario) for work performed by or on behalf of the Existing Operator (excluding for greater certainty, all work undertaken by or on behalf of the licensor under the Parking Licence or the landlord under the Dorchester Premises Lease).

(xii) All accounts for work and services performed or materials placed or furnished upon or in respect of any construction or repair of the Buildings in respect of the Owned Real Property by the Seller (excluding, for greater certainty, all such construction or repairs undertaken by or on behalf of the Existing Operator), which are due and payable, will have been fully paid by Closing and, to the knowledge of the Seller, no one will be entitled on Closing to claim a lien in respect of the Owned Real Property under the Construction Act (Ontario) for work performed by or on behalf of the Seller (excluding, for greater certainty, all such construction or repairs undertaken by or on behalf of the Existing Operator).

(xiii) All Taxes in the nature of special or general assessments and real property taxes and/or payments in lieu of real property taxes that are payable by the Seller

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under the CN Premises Lease, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the NFEC Lease or in respect of the Owned Real Property, that, in each case, are due, have either been paid in full or will be adjusted on Closing in accordance with Section 4.3(f)(ii) and, except as disclosed in Part B of Schedule 19, the Seller has not received written notice from any Governmental Authority of any proposed local improvement charges or special levies relating to the CN Leased Real Property, CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the NFEC Leased Real Property or the Owned Real Property.

(xiv) To the Seller’s knowledge, all Taxes in the nature of special or general assessments and real property taxes and/or payments in lieu of real property taxes that are payable by the Existing Operator under the Parking Licence or the Dorchester Premises Lease that, in each case, are due, have either been paid in full or will be adjusted on Closing in accordance with Section 4.3(f)(ii) and, except as disclosed in Part B of Schedule 19, to the Seller’s knowledge, the Existing Operator has not received written notice from any Governmental Authority of any proposed local improvement charges or special levies relating to the Parking Licensed Property or the Dorchester Leased Real Property.

(xv) All accounts or charges for water, hydro and gas, if applicable, that are payable by the Seller under the CN Premises Lease, the CN Licence, the NFEC Lease or in respect of the Owned Real Property and that are due, have either been paid in full or will be adjusted on Closing in accordance with Section 4.3(f)(iii).

(xvi) To the Seller’s knowledge, all accounts or charges for water, hydro and gas, if applicable, that are payable by the Existing Operator under the Parking Licence or the Dorchester Premises Lease and that are due, have either been paid in full or will be adjusted on Closing in accordance with Section 4.3(f)(iii).

(xvii) Since the Data Room Cutoff Date, there have been no amendments to the NFEC Lease or any of the NFEC Related Agreements that are adverse to the interest of the NFEC Tenant thereunder.

(f) Environmental Matters.

(i) Except as disclosed in the Environmental Reports and the Building Condition Reports, in the 24 month period prior to the Closing Date, neither the Seller nor, to the Seller’s knowledge, the Existing Operator has received any written notice from a Governmental Authority of any violation or possible violation of any Environmental Laws occurring with respect to the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the NFEC Leased Real Property, the Dorchester Leased Real Property or the Fallsview Retail Subleases for which the Seller or the Existing Operator would be responsible pursuant to the CN Premises Lease,

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the CN Licence, the Parking Licence, the Kent Street Parking Licence, the NFEC Lease, the Dorchester Premises Lease or the Fallsview Retail Subleases, as the case may be.

(ii) Except as disclosed in the Environmental Reports and the Building Condition Reports, in the 24 month period prior to the Closing Date, the Seller has not received any written notice from a Governmental Authority of any violation or possible violation of any Environmental Laws occurring with respect to the Owned Real Property.

(iii) The Seller has made available to the Service Provider true, correct and complete copies of:

(A) the Environmental Reports; and

(B) any material correspondence received from Governmental Authorities in the 24 month period prior to the Data Room Cutoff Date and which relate to environmental matters in respect of the Subject Gaming Sites that is in the possession or control of the Seller and which has been made available to the Service Provider in the folder entitled “RFP 1617-009 - Niagara\Background Information\4.0 Facility\4.06 Environmental Correspondence” in the Data Room as at the Data Room Cutoff Date.

(iv) Except as disclosed in the Environmental Reports and the Building Condition Reports, to the Seller’s knowledge, during the occupation by the Seller or the Existing Operator, as applicable, of the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the NFEC Leased Real Property and the Dorchester Leased Real Property, respectively, each of the Seller and, to the Seller’s knowledge, the Existing Operator has been in compliance in all material respects with the covenants and obligations under the CN Premises Lease, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the NFEC Lease and the Dorchester Premises Lease pertaining to environmental matters for which the Seller or the Existing Operator, as applicable, would be responsible pursuant to the CN Premises Lease, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the NFEC Lease and the Dorchester Premises Lease, as the case may be.

(v) Each of the Seller and, to the Seller’s knowledge, the Existing Operator has obtained all material licences, approvals, permits and other authorizations required pursuant to Environmental Laws relating to its use of the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the NFEC Leased Real Property and the Dorchester Leased Real Property if the Seller is responsible for obtaining same under the CN Premises Lease, the CN Licence, the Parking Licence, the Kent

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Street Parking Licence, the NFEC Lease or the Dorchester Premises Lease, as the case may be, and all such licences, approvals, permits and other authorizations are valid and in good standing, in all material respects.

(vi) The Seller has obtained all material licences, approvals, permits and other authorizations required pursuant to Environmental Laws relating to its use of the Owned Real Property, and all such licences, approvals, permits and other authorizations are valid and in good standing, in all material respects.

(vii) Except as disclosed in the Environmental Reports and the Building Condition Reports, to the knowledge of OLG, the Improvements forming part of the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the NFEC Leased Real Property and the Dorchester Leased Real Property have not been insulated with any Hazardous Substance except in compliance in all material respects with Applicable Law.

(viii) Except as disclosed in the Environmental Reports and the Building Condition Reports, to the knowledge of the Seller, the Buildings forming part of the Owned Real Property have not been insulated with any Hazardous Substance except in compliance in all material respects with Applicable Law.

(ix) During the Post-Submission Period, to the knowledge of OLG, there has been no material adverse change to the environmental state and condition of the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the NFEC Leased Real Property or the Dorchester Leased Real Property from the environmental state and condition described in the Environmental Reports relating to the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the NFEC Leased Real Property or the Dorchester Leased Real Property, if any, or the Building Condition Reports and for which the Seller or the Existing Operator, as applicable, would be responsible pursuant to the CN Premises Lease, the CN Licence, the NFEC Lease or the Dorchester Premises Lease.

(x) During the Post-Submission Period, to the knowledge of the Seller, there has been no material adverse change to the environmental state and condition of the Owned Real Property from the environmental state and condition described in the Environmental Reports relating to the Owned Real Property, if any, or the Building Condition Reports and for the Owned Real Property, if any.

(g) Title to Purchased Assets. Except as set out in Part B of Schedule 4, OLG, OGAC and, to the Seller’s knowledge, the Existing Operator and the Existing General Partner are the sole legal and beneficial owners of all of the Purchased Assets, with good and valid title, free and clear of all Encumbrances except Permitted Encumbrances. As of the Original Execution Date, OLG is the sole legal and OGAC is the sole beneficial owner of the Owned Real Property, with good and valid title, free and clear of all

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Encumbrances except Permitted Encumbrances. As of the Closing Time, OLG will be the sole legal and beneficial owner of the Owned Real Property, with good and valid title, free and clear of all Encumbrances except Permitted Encumbrances.

(h) No Litigation. Except as set out in Schedule 8 and Schedule 13, there is no Claim against the Seller or, to the Seller’s knowledge, the Existing Operator or the Existing General Partner relating to or affecting the Purchased Assets or the Subject Gaming Sites (including any appeal or review thereof or any application for leave for appeal or review) in progress, pending or settled in the 24 month period prior to the Original Execution Date or, to the knowledge of the Seller, threatened against the Seller, the Existing Operator or the Existing General Partner and relating to or affecting the Purchased Assets or the Subject Gaming Sites and except as set out in Schedule 8 and Schedule 13, there is not presently outstanding against the Seller or, to the Seller’s knowledge, the Existing Operator or the Seller’s or, to the knowledge of OLG, the Existing Operator’s interest in the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the NFEC Leased Real Property, the Dorchester Leased Real Property or the Owned Real Property any material judgment, decree, injunction, rule or order of any Governmental Authority issued to or made against the Seller or, to the Seller’s knowledge, the Existing Operator or the Existing General Partner which affects the Purchased Assets or the Subject Gaming Sites, in all cases which would directly result in a material and adverse effect on the value or use of the Purchased Assets or the Subject Gaming Sites.

(i) Material Contracts. Except as set out in Schedule 2, none of OLG, OGAC, or, to the knowledge of OLG, the Existing Operator or any of the other parties to any of the Material Contracts is in breach of its obligations thereunder in any material respect and no act or event has occurred which with notice or lapse of time or both, would constitute a material breach of any of the Material Contracts. The Seller has delivered or made available, or has caused to be delivered or made available, to the Service Provider true, correct and complete copies of the Material Contracts, including, all amendments, modifications, assignments, consents, notices, renewals and supplements thereto or otherwise in respect thereof, a complete list of which is set out in Schedule 2.

(j) Taxes.

(i) Each of OLG and OGAC is not a non-resident of Canada for the purposes of the Tax Act.

(ii) Each of OLG and OGAC is duly registered under Subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to HST and their registration numbers are:

(A) OLG:                    [REDACTED]

(B) OGAC:                 [REDACTED]

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(k) Financial Information.

(i) The following Background Information made available to the Service Provider in the folder entitled “RFP 1617-009 – Niagara \ Background Information \ 3.0 Finance” (the “Finance Folder”) in the Data Room as at the Data Room Cutoff Date is true and correct in all material respects as at the respective dates thereof (subject to any updates to Schedule 8 as same may be updated from time to time pursuant to the terms thereof):

(A) the documents posted under Section 3.04.01 “Audited Annual Financial Statements” in the Finance Folder; and

(B) the documents posted under Section 3.05 “Asset Summary and Capital Expenditures” in the Finance Folder.

(ii) The Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods to which they relate and subject, in the case of any interim financial statements included in the Financial Statements, to usual year-end adjustments and the exclusion of footnotes. Subject to the qualifications above, the Financial Statements fairly present the revenues and results of operations of the Subject Gaming Sites for the periods indicated therein and are accurate and complete in all material respects and consistent in all material respects with the Seller’s financial records.

(iii) To the knowledge of OLG and subject to any updates to Schedule 8 (as same may be updated from time to time pursuant to the terms thereof), (1) the costs described or disclosed in the files made available to the Service Provider in the folder “RFP 1617-009 – Niagara\Background Information\3.0 Finance\3.04 Audited Annual Financial Statements” in the Data Room as of the Data Room Cutoff Date, and (2) the Disclosed AGCO Fees (as such term is defined in the Casino Operating and Services Agreement) described or disclosed in the files made available to the Service Provider in the folder “RFP 1617-009 - Niagara\Background Information\3.0 Finance\3.03 AGCO Fee Summary” in the Data Room as of the Data Room Cutoff Date, collectively constitute or describe all of the material costs that, in each case, are associated with the Seller’s operation of the Subject Gaming Sites in the Ordinary Course but, for greater certainty, do not include any costs that may arise in connection with the GMS Interface of the Site GMS to the Central GMS.

(l) Employment Matters.

(i) Schedule 8 (as same may be updated from time to time pursuant to the terms thereof) sets out in respect of each Employee:

(A) his or her employee number;

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(B) his or her position or title;

(C) his or her job band/grade;

(D) his or her employment status (e.g., full time, part time, temporary, casual, seasonal, co-op student) and the terms of any applicable flexible work arrangement or secondment;

(E) his or her location of work;

(F) his or her current wages, base salary or hourly rate of pay;

(G) his or her eligibility with respect to payment of overtime or lieu time;

(H) whether he or she participates in an annual bonus program;

(I) whether he or she participates in the Benefit Plans and/or the Pension Plan;

(J) his or her annual vacation entitlement and number of vacation days accrued and unused;

(K) his or her employment service date/seniority date recognized by the Employee Holdco for any employment-related purpose;

(L) whether he or she is on a lay-off, on statutory or approved leave of absence or otherwise inactive (including any extended sick or disability leave or receiving benefits pursuant to workers’ compensation legislation) and if so, the type of such leave of absence, the date the Employee commenced the leave and, if known, his or her anticipated date of return;

(M) whether he or she is party to a written employment agreement with the Employee Holdco;

(N) whether his or her employment is governed by a Collective Agreement; and

(O) on a date agreed to by the Transition Working Committee, his or her name.

(ii) Schedule 8 sets out all of the collective agreements (“Collective Agreements”) to which the Employee Holdco is a party or by which it is otherwise bound, either directly or indirectly by operation of Applicable Law, with respect to the Subject Gaming Sites. True, correct and complete copies of the Collective Agreements have been made available to the Service Provider in the folder

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entitled “RFP 1617-009 - Niagara\Background Information\6.0 Human Resources\6.07 Labour Agreements” in the Data Room as of the Data Room Cutoff Date (subject to any updates to Schedule 8 as same may be updated from time to time pursuant to the terms thereof).

(iii) Except as disclosed in Schedule 8, with respect to the Subject Gaming Sites, no Union:

(A) holds bargaining rights with respect to any Employees by way of certification, interim certification, voluntary recognition, designation or successor rights;

(B) has, to OLG’s knowledge, applied to be certified as the bargaining agent of any Employees; or

(C) has, to OLG’s knowledge, applied to have OLG or the Existing Operator declared a related employer or successor employer pursuant to applicable labour legislation.

(iv) Except as disclosed in Schedule 8, there are no actual or, to OLG’s knowledge, threatened or pending organizing activities of any Union or any actual or, to OLG’s knowledge, threatened or pending unfair labour practice complaints, strikes, work stoppages, picketing, lock-outs, hand-billings, boycotts, slowdowns, arbitrations, grievances, complaints, charges or similar labour related disputes or proceedings pertaining to the Subject Gaming Sites and there have not been any such activities or disputes or proceedings within the last year.

(v) Except as disclosed in Schedule 8, to the Seller’s knowledge, the Employee Holdco employs all the Employees at the Subject Gaming Sites in material compliance with all Applicable Law respecting employment, employment practices, employment standards, terms and conditions of employment and immigration, including wages and hours, pay equity, occupational health and safety, human rights, accessibility, labour relations law and workplace safety and insurance laws.

(vi) To the Seller’s knowledge, except as disclosed in Schedule 8, there are no outstanding, pending or threatened Existing EH Claims.

(vii) All Employees that are required to be registered under the Gaming Control Legislation are duly registered in accordance with the provisions thereof.

(m) Pension and Benefit Matters.

(i) Schedule 9 lists and briefly describes all Benefit Plans, pension plans and retirement savings plans for Employees or former employees of the Employee Holdco (if any). There are no pension plans or retirement savings plans for Employees or former employees of the Employee Holdco (if any) other than the Pension Plan.

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(ii) OLG has delivered or made available to the Service Provider true, complete and up-to-date copies of the Pension Plan and all the Benefit Plans provided to the Employees or former employees of the Employee Holdco (or, where oral, written summaries of the material terms thereof) as amended as of the Original Execution Date, together with all related documentation, including plan summaries and employee booklets.

(iii) All of the Benefit Plans and the Pension Plan are duly registered where required by Applicable Law and are in good standing thereunder (including registration with the relevant tax authorities where such registration is required to qualify for tax exemption or other beneficial tax status), all required contributions or payments in respect of the Benefit Plans and the Pension Plan have been made in accordance with Applicable Law, and the Benefit Plans and the Pension Plan have been established, administered, amended, funded and invested in compliance in all material respects with their terms, applicable Collective Agreements and all Applicable Law.

(iv) As of Closing, the only obligation of the Service Provider with respect to pension plans and retirement savings plans for the Employees and former employees of the Employee Holdco shall be as set out in Section 13.6.

(v) The Pension Plan does not contain a “defined benefit provision” as that term is defined in subsection 147.1(1) of the Tax Act.

(n) Electronic Games and non-gaming FF&E.

(i) The Electronic Games are generally, when viewed on an overall basis, in good operating condition and repair, having regard to their age and subject to ordinary wear and tear and, to the Seller’s knowledge, the Existing Operator is maintaining the Electronic Games in the Ordinary Course and consistent with the manner in which the Seller is maintaining similar equipment in the other Gaming Bundles.

(ii) Except as set out in the Building Condition Reports, the FF&E (excluding any Inventory) relating to the non-gaming amenities associated with the Subject Gaming Sites is generally, when viewed on an overall basis, in good operating condition and repair, having regard to the age of the FF&E and subject to ordinary wear and tear.

(o) Operations of Subject Gaming Sites. The CN Premises Lease, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the Dorchester Premises Lease, the Existing Retail Lease, the Fallsview Retail Subleases, the Contracts (other than the NFEC Related Agreements), the Employee Holdco Contracts, the Material Contracts,

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the contracts, services and arrangements described in Part 2 of Schedule 6 and the contracts, services, purchase orders and arrangements which have been described in the files made available to the Service Provider in the folders entitled “RFP 1617-009 - Niagara\Background Information\8.0 Legal & Procurement\8.03 Contracts\8.03.02 Leases”, “RFP 1617-009 - Niagara\Background Information\8.0 Legal & Procurement\8.03 Contracts\8.03.03 Contracts to be Assigned to SP\8.03.03.01 Vendor Contracts”, “RFP 1617-009 - Niagara\Background Information\8.0 Legal & Procurement\8.03 Contracts\8.03.03 Contracts to be Assigned to SP\8.03.03.02 CSI Contracts” and “RFP 1617-009 - Niagara\Background Information\8.0 Legal & Procurement\8.03 Contracts\8.03.04 Contract Listing” in the Data Room as of the Data Room Cutoff Date constitute or describe, as the case may be, all of the material contracts, services or arrangements currently in effect and relating to the Existing Operator’s operation of (i) the Casino Games at the Subject Gaming Sites, and (ii) to the Seller’s knowledge, any non-gaming services, facilities and amenities at the Subject Gaming Sites.

(p) Liquor Licences. The Liquor Licences with respect to the Subject Gaming Sites are held by the Existing General Partner. To the Seller’s knowledge, such Liquor Licences are valid and existing under Applicable Law and the Existing General Partner has not received written notice from any Governmental Authority of any pending suspension or cancellation of any such Liquor Licences.

(q) Compliance with Legislation.

(i) Except as set out in Schedule 13, to the Seller’s knowledge, the Existing Operator is operating the Gaming Sites at each of the Subject Gaming Sites in compliance with the Gaming Control Legislation, in all material respects.

(ii) The Transition Activities, if performed in accordance with this Agreement, are lawful under sections 207(1)(a) and 207(1)(g) of the Criminal Code, as applicable.

(r) OLG Responsible Gaming Accreditation. OLG received a Level 4 accreditation in 2014 for excellence from the World Lottery Association with respect to its “Responsible Gaming” program.

Employee Holdco

(s) Ownership of Employee Holdco Shares. To the knowledge of OLG:

(i) the Existing General Partner is the registered and beneficial owner of the Employee Holdco Shares with good and valid title thereto;

(ii) on the Closing, the Employee Holdco Shares will be owned by the Service Provider as the registered and beneficial owner of record, with good and valid title thereto, free and clear of all Encumbrances;

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(iii) the Employee Holdco Shares are not subject to any voting trust, shareholder agreement or voting agreement; and

(iv) no Person other than the Service Provider has any contract or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming a contract for the purchase or acquisition from the Existing General Partner of any of the Employee Holdco Shares.

(t) Capitalization of Employee Holdco. To the knowledge of OLG, the authorized capital of the Employee Holdco consists of an unlimited number of common shares, of which one common share is issued and outstanding and registered in the name of the Existing General Partner. To the knowledge of OLG, all of the issued and outstanding securities of the Employee Holdco are duly authorized, validly issued and fully paid.

(u) No Subsidiaries. To the knowledge of OLG, the Employee Holdco does not own or have any agreements of any nature to acquire, directly or indirectly, any shares in the capital of or other equity or proprietary interests in any Person.

(v) Business of the Employee Holdco. To the knowledge of OLG:

(i) the only business currently carried on by the Employee Holdco is being the employer of the Employees, who the Employee Holdco makes available to the Existing Operator in connection with the performance by the Existing Operator of its obligations under the Existing Operating Agreement;

(ii) The Employee Holdco does not own any material property or assets; and

(iii) except for OLG, no Person has any written or oral agreement, option, understanding or commitment, or any right or privilege (whether by law, contractual or otherwise) capable of becoming such for the purchase or other acquisition from the Employee Holdco of any of the property or assets of the Employee Holdco.

(w) Indebtedness and Liabilities. To OLG’s knowledge, (i) the Employee Holdco has not incurred, created, issued, assumed, guaranteed or otherwise become liable for or with respect to, or become responsible for, the payment or performance of, contingently or otherwise, any indebtedness, (ii) the Employee Holdco has no liabilities (contingent or otherwise), except liabilities incurred in the Ordinary Course, and (iii) no Person has been granted an Encumbrance on any of the Employee Holdco’s assets, other than Permitted Encumbrances.

(x) Litigation. To OLG’s knowledge, except as made available to the Service Provider in the folder entitled “RFP 1617-009 - Niagara\Background Information\8.0 Legal & Procurement\8.09 Litigation Summary” in the Data Room as of the Data Room Cutoff Date, there is no (i) action, suit, claim, proceeding or investigation pending or threatened against the Employee Holdco, at law or in equity, (ii) arbitration proceeding

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to which the Employee Holdco is a party or (iii) Governmental Authority inquiry pending or threatened against the Employee Holdco, in each case that would reasonably be expected to have a material adverse effect on the assets, liabilities or operations of the Employee Holdco if the resolution thereof was not in favour of the Employee Holdco.

(y) Contracts. To OLG’s knowledge, (i) all of the written contracts, equipment leases, licences, sub-licences, agreements, commitments and undertakings to which the Employee Holdco is a party as of the Original Execution Date (the “Employee Holdco Contracts”) have been made available to the Service Provider in the folder entitled “RFP 1617-009 - Niagara\Background Information\8.0 Legal & Procurement\8.03 Contracts\8.03.03 Contracts to be Assigned to SP\8.03.03.02 CSI Contracts” in the Data Room as of the Data Room Cutoff Date, other than the written employment and consultant contracts entered into by or on behalf of the Employee Holdco with certain Employees and independent contractors which are summarized in the document made available to the Service Provider in the folder entitled “RFP 1617-009 - Niagara\Background Information\6.0 Human Resources\6.02.02.04 Director-Level and Above Employment Agreements” in the Data Room as of the Data Room Cutoff Date, (ii) each of the Employee Holdco Contracts is a legal, valid and binding and in full force and effect, enforceable against each party thereto in accordance with its respective terms, subject only to (A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, reorganization and similar Applicable Law affecting creditors’ rights generally, and (B) general principles of equity, regardless of whether asserted in a proceeding in equity or at law and that a court may stay proceedings or the execution of judgments regardless of whether asserted in a proceeding in equity or at law; and (iii) each of the parties to the Employee Holdco Contracts has performed all material obligations required to be performed by such party thereunder in accordance with the terms thereof.

(z) EH Financial Statements.

(i) The following Background Information made available to the Service Provider in the folder entitled “RFP 1617-009 - Niagara\Background Information\12.0 Complex Services Inc (CSI)\12.01 CSI Audited Financial Statements” in the Data Room as of the Data Room Cutoff Date is true and correct in all material respects as at the date thereof (subject to any updates to Schedule 8 as same may be updated from time to time pursuant to the terms thereof):

(A) Complex Services Inc. Audited Financial Statements 2016 (collectively, the “EH Financial Statements”).

(ii) The EH Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods to which they relate. The EH Financial Statements fairly present the revenues and results of operations of the Employee Holdco for the periods indicated therein and are accurate and complete in all material respects and, to the Seller’s knowledge, consistent in all material respects with the Employee Holdco’s financial records.

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(iii) To the knowledge of the Seller and subject to any updates to Schedule 8 (as same may be updated from time to time pursuant to the terms thereof), the costs described or disclosed in the files made available to the Service Provider in the folder entitled “RFP 1617-009 - Niagara\Background Information\12.0 Complex Services Inc (CSI)\12.01 CSI Audited Financial Statements” in the Data Room as of the Data Room Cutoff Date, constitute or describe all of the material costs that are associated with the operation of the Employee Holdco in the Ordinary Course.

(aa) Non-Arm’s Length Transactions. To OLG’s knowledge, at the Closing, except as disclosed in Schedule 20, (i) the Employee Holdco will not be indebted to the Existing Operator, the Existing General Partner or any officer, director, employee or Affiliate thereof other than in respect of amounts that will be adjusted in accordance with Section 4.3(h); (ii) the Employee Holdco will not be a party to any Contract, any Employee Holdco Contract or any other contract with the Existing Operator, the Existing General Partner or any officer, director, employee or Affiliate thereof; and (iii) neither the Existing Operator, the Existing General Partner nor any officer, director, employee or Affiliate thereof will (A) own, directly or indirectly, in whole or in part, any property that the Employee Holdco uses in the operation of its business, or (B) have any cause of action or other claim whatsoever against, or owe any amounts to, the Employee Holdco.

(bb) Dividends. To OLG’s knowledge, at the Closing, (i) the Employee Holdco will not have, directly or indirectly, declared any dividends or other distributions on any of its shares that have not been paid in full, and (ii) the Employee Holdco will not have, directly or indirectly, agreed to redeem, purchase or otherwise acquire any of its shares.

Any representation or warranty that is expressed to be given “to OLG’s knowledge”, “to the knowledge of OLG”, “to the Seller’s knowledge” or “to the knowledge of the Seller” or is otherwise expressed to be limited in scope to matters known to the Seller or either of them or of which the Seller or either of them is aware, means, as at the Original Execution Date or the Closing (as the case may be), the actual knowledge of OLG’s Vice President, Land Based Gaming after reasonable and appropriate enquiry, without independent investigation or verification, with:

(i) OLG’s senior management lead for facility maintenance, construction and capital projects in respect of the representations and warranties given in Sections 7.1(e) and 7.1(f);

(ii) OLG’s Vice-President Legal Services in respect of the representations and warranties given in Section 7.1(h); and

(iii) OLG’s Vice-President, Controller in respect of the representations and warranties given in Section 7.1(k).

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Notwithstanding the foregoing, with respect to the representations and warranties given by the Seller in Sections 7.1(l), (s), (t), (u), (v), (w), (x), (y), (z), (aa) and (bb) and any other representations and warranties given by the Seller in Section 7.1 relating to the Existing Operator, the Existing General Partner, the Employee Holdco, any action or omission of any of the foregoing, the Purchased Assets that are owned or operated by the Existing Operator (including any Contracts to which the Existing Operator is a party, the Dorchester Premises Lease and the Parking Licence), the Employee Holdco Contracts, the Employees, the Benefit Plans, the Pension Plan, the Existing EH Claims and the Liquor Licences, to the extent that such representations and warranties are expressed to be given “to OLG’s knowledge”, “to the knowledge of OLG”, “to the Seller’s knowledge” or “to the knowledge of the Seller” or are otherwise expressed to be limited in scope to matters known to the Seller or either of them or of which the Seller or either of them is aware, such references mean, as at the Original Execution Date or the Closing (as the case may be), the actual knowledge of OLG’s Vice President, Land Based Gaming after reasonable and appropriate enquiry, without independent investigation or verification, with the Existing Operator or officers and employees of the Existing Operator who OLG would reasonably consider to be knowledgeable in respect of such representations and warranties.

To the extent that any OLG position listed in the foregoing no longer exists or is vacant at the applicable time, then the reference to such position shall be deemed to be modified to refer to the officer or other employee of the Seller who is then performing substantially similar functions and duties of such position. The Service Provider acknowledges and agrees that no officer or employee of any of the Seller, the Existing Operator, the Existing General Partner or the Employee Holdco, including those specifically referred to herein (as same may be deemed to be modified by the terms hereof) will, in any event, be personally liable for, or as a result of, a breach of any representation or warranty in this Agreement or as a result of any representation or warranty having been qualified by the phrase “to the knowledge of the Seller” or any phrase or expression having a similar effect or as otherwise contemplated in this Section 7.1, and each such officer or employee is hereby made a beneficiary of this Section 7.1 to the extent required to give effect to such exclusion of personal liability.

7.2 Seller’s Representations and Warranties Deemed Modified

(a) To the extent that at or prior to Closing the Seller provides notice in writing to the Service Provider that any of the Seller’s representations and warranties are untrue or incorrect in any way (and the Service Provider completes the Transactions), such representations and warranties shall be deemed modified to reflect such notice. The Seller shall have no liability in connection with this Agreement or any document delivered pursuant to this Agreement by reason of any untrue or incorrect representation or warranty if and to the extent the Service Provider has received written notice from the Seller of same at or prior to Closing and the Service Provider elects, nevertheless, to consummate the Closing or is deemed to have waived its right to terminate this Agreement by reason of any untrue or incorrect representation or warranty. In the event the Service Provider receives notice in writing at or prior to the Closing that the Seller’s representations and warranties are untrue or incorrect in any material respect, the Service Provider shall only be permitted to terminate this Agreement in accordance with Section 15.2 within the earlier of (a) 7 days from the

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date on which it received such notice, and (b) the Closing Date. If the Service Provider does not terminate this Agreement within the earlier of such 7 day period or the Closing Date, it shall be deemed to have waived such right. If the Service Provider does so elect to terminate this Agreement, then the Seller may accept such termination, or at OLG’s option and without any obligation to do so, indemnify and save the Service Provider harmless, in accordance with Article 14, from and against any Losses which the Service Provider actually suffers or incurs in respect of the untrue or incorrect representation and warranty, and in such case, the Service Provider shall proceed to complete the Transactions in accordance with the provisions of this Agreement, provided OLG will not have the option to provide such an indemnity and have the Service Provider proceed to complete the Transactions in the case of a material breach of the representation and warranty in Section 7.1(d)(ii).

(b) To the extent that at or prior to Closing the Service Provider has actual knowledge that any of the Seller’s representations and warranties are untrue or incorrect in any way (and the Service Provider completes the Transactions), such representations and warranties shall be deemed modified to reflect such actual knowledge. The Seller shall have no liability in connection with this Agreement or any document delivered pursuant to this Agreement by reason of any untrue or incorrect representation or warranty if and to the extent the Service Provider has actual knowledge of same at or prior to Closing and the Service Provider elects, nevertheless, to consummate the Closing or is deemed to have waived its right to terminate this Agreement by reason of any untrue or incorrect representation or warranty. In the event the Service Provider has actual knowledge at or prior to the Closing that the Seller’s representations and warranties are untrue or incorrect in any respect, the Service Provider shall as soon as reasonably practicable provide notice to the Seller of such untrue or incorrect representation or warranty and if such representation and warranty is untrue or incorrect in any material respect, the Service Provider shall only be permitted to terminate this Agreement in accordance with Section 15.2 within the earlier of (a) 7 days from the date on which it provides such notice to the Seller, and (b) the Closing Date. If the Service Provider does not terminate this Agreement within the earlier of such 7 day period or the Closing Date, it shall be deemed to have waived such right. If the Service Provider does so elect to terminate this Agreement, then the Seller may accept such termination, or at OLG’s option and without any obligation to do so, indemnify and save the Service Provider harmless, in accordance with Article 14, from and against any Losses which the Service Provider actually suffers or incurs in respect of the untrue or incorrect representation and warranty, and in such case, the Service Provider shall proceed to complete the Transactions in accordance with the provisions of this Agreement, provided OLG will not have the option to provide such an indemnity and have the Service Provider proceed to complete the Transaction in the case of a material breach of the representation and warranty in Section 7.1(d)(ii).

(c) Reference to disclosure or description of matters in the Building Condition Reports or the Environmental Reports, shall include matters that were described in, or were properly inferable or readily apparent from such assessments and reports.

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7.3 As-is, Where-is

Subject to the provisions of this Article 7, all of the Purchased Assets shall be sold in an “as is/where is” condition at the Service Provider’s sole risk and peril, and will be accepted and assumed by the Service Provider in the state and condition existing as at the Closing Date and except as expressly provided in this Article 7, neither OLG nor OGAC makes any representation, warranty or covenant with respect to the Purchased Assets. The Service Provider hereby unconditionally and irrevocably waives any and all actual or potential rights it might have against OLG, OGAC, the Existing Operator or the Existing General Partner (and the Existing Operator and the Existing General Partner are hereby made beneficiaries of this Section 7.3 for the purposes of such waiver) regarding any form of warranty, express or implied, of any kind or type (including all applicable statutory warranties), other than those expressly set forth in this Agreement and, after Closing, the Casino Operating and Services Agreement. Such waiver includes a waiver of express and implied warranties and conditions, including warranties and conditions of fitness for a particular use or purpose, merchantability, occupancy, strict liability and claims of every kind and type, including claims regarding defects which might have been discoverable which were not or are not discoverable, and product liability claims and similar claims. Without limiting the generality of the foregoing, each of OLG and OGAC (in each case, on its own behalf and on behalf of the Existing Operator and the Existing General Partner) expressly disclaims any representation, warranty or covenant that is not set out in this Agreement or, after Closing, the Casino Operating and Services Agreement. Nothing in this Section 7.3 shall be construed so as to limit the Service Provider’s rights under any third-party product warranties or guarantees forming part of the Claimed Amounts and assigned to the Service Provider by the Seller or the Existing Operator.

7.4 Survival of OLG’s and OGAC’s Representations and Warranties

The representations and warranties of OLG and OGAC contained in this Agreement or any document or certificate given pursuant to this Agreement shall survive the Closing for the benefit of the Service Provider as follows:

(a) as to the representations and warranties contained in Sections 7.1(a), 7.1(b) and 7.1(j) indefinitely; and

(b) as to all other matters, for a period of 18 months following the Closing Date, unless a bona fide notice of a Claim for indemnity pursuant to Section 14.1 shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Claim until the final determination or settlement of that Claim.

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ARTICLE 8

REPRESENTATIONS AND WARRANTIES OF SERVICE PROVIDER

8.1 Representations and Warranties of the Service Provider

As of the Execution Date, and except or as limited, modified or qualified by the Schedules hereto and except as otherwise within the knowledge of the Seller, the Service Provider makes the following representations and warranties and acknowledges that the Seller is relying on such representations and warranties in entering into this Agreement and in selling the Purchased Assets to the Service Provider and assigning the Assumed Liabilities:

(a) Corporate Organization, Standing and Qualifications. The Service Provider is a corporation duly continued and validly existing under the laws of the Province of Ontario and has not been dissolved. The Service Provider has all requisite corporate power, authority and capacity to own, lease and operate its property and assets, to carry on its business as presently conducted, to purchase the Purchased Assets and otherwise perform its obligations pursuant to this Agreement.

(b) Authorization. The Service Provider has the corporate capacity, authority and power to execute, deliver and perform this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Service Provider, and constitutes a legal, valid and binding obligation of the Service Provider, enforceable against it in accordance with its terms, subject only to (i) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, reorganization and similar Applicable Law affecting creditors’ rights generally; and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law and that a court may stay proceedings or the execution of judgments regardless of whether asserted in a proceeding in equity or at law.

(c) No Violations. The execution and delivery of this Agreement, the consummation of the Transactions and compliance by the Service Provider with any provisions hereof will not conflict with or result (with or without notice, lapse of time or both) in a breach of any of the terms, conditions or provisions of (i) the articles, by-laws or other constating documents of the Service Provider; (ii) any note, bond, lease, mortgage, indenture, licence, franchise, permit, agreement, contract or other instrument or obligation to which the Service Provider is a party, or by which the Service Provider is bound or affected; or (iii) violate any Applicable Law applicable to the Service Provider or any of its properties or assets.

(d) Consents and Approvals. Except for the Competition Act Approval and subject to Section 3.6, no consent or approval by, or any notification or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Service Provider in connection with the execution, delivery or performance by the Service Provider of this Agreement.

(e) Residency. The Service Provider is not a “non-resident” within the meaning of the Tax Act.

(f) Litigation. There are no Claims, arbitration or legal, administrative or other proceedings or investigations by any Governmental Authority, including appeals and applications for review pending or, to the best of the Service Provider’s knowledge, threatened against the Service Provider, which, if determined adversely to the Service

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Provider, would (i) prevent the Service Provider from paying the Purchase Price to the Seller; (ii) enjoin, restrict or prohibit the transfer of all or any part of the Purchased Assets as contemplated by this Agreement; or (iii) delay, restrict or prevent the Service Provider from fulfilling any of its obligations set out in this Agreement or arising from this Agreement.

(g) HST. The Service Provider is duly registered under Subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to the HST and its registration number is [REDACTED].

8.2 Service Provider’s Representations and Warranties Deemed Modified

To the extent that at or prior to Closing the Service Provider provides notice in writing to the Seller that any of the Service Provider’s representations and warranties are untrue, incorrect or incomplete in any way (and the Seller completes the Transactions), such representations and warranties shall be deemed modified to reflect such notice. The Service Provider shall have no liability in connection with this Agreement or any document delivered pursuant to this Agreement by reason of any untrue, incorrect or incomplete representation or warranty if and to the extent the Seller has received written notice from the Service Provider of same at or prior to Closing and the Seller elects, nevertheless, to consummate the Closing.

8.3 Survival of the Service Provider’s Representations and Warranties

The representations and warranties of the Service Provider contained in this Agreement or any document or certificate given pursuant to this Agreement shall survive the Closing for the benefit of the Seller as follows:

(a) as to the representations and warranties contained in Sections 8.1(a), (b), (e) and (g), indefinitely; and

(b) as to all other matters, for a period of 18 months following the Closing Date, unless a bona fide notice of a Claim for indemnity pursuant to Section 14.1 shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Claim until the final determination or settlement of that Claim.

ARTICLE 9

BACKGROUND INFORMATION

9.1 No Liability

Except to the extent that any Background Information is expressly subject to the representations and warranties contained herein, none of the Seller, any Provincial Entity, the Existing Operator or the Existing General Partner shall be liable to the Service Provider for, and the Service Provider shall not seek to recover from OLG, OGAC, any Provincial Entity, the Existing Operator or the Existing General Partner, any Losses or Liabilities which may arise (whether in contract, tort or otherwise)

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from the adoption, use or application of the Background Information by, or on behalf of, the Service Provider. Each Provincial Entity, the Existing Operator and the Existing General Partner are hereby made beneficiaries of this Section 9.1.

9.2 No Warranty

(a) Except to the extent that any Background Information is expressly subject to the representations and warranties contained herein, neither OLG nor OGAC gives any representation, warranty or undertaking of whatever nature in respect of the Background Information and, specifically (but without limitation), neither OLG nor OGAC represents or warrants as to the accuracy or completeness of the Background Information nor that the Background Information represents all of the information in its possession or control or in the possession or control of the Existing Operator relevant or material to or in connection with the Transactions or the obligations of the Service Provider under this Agreement.

(b) Except to the extent that any Background Information is expressly subject to the representations and warranties contained herein, none of OLG, OGAC, any Provincial Entity, the Existing Operator or the Existing General Partner shall be liable to the Service Provider in respect of any failure, whether before, on or after the execution and delivery of this Agreement:

(i) to disclose or make available to the Service Provider any information, documents or data;

(ii) to review or update the Background Information; or

(iii) to inform the Service Provider of any inaccuracy, error, omission, defect or inadequacy in the Background Information.

Each Provincial Entity, the Existing Operator and the Existing General Partner are hereby made beneficiaries of this Section 9.2(b).

9.3 No Claims

(a) The Service Provider acknowledges and confirms that, except to the extent that any Background Information is expressly subject to the representations and warranties of the Seller contained herein:

(i) it has conducted its own independent analysis and review of the Background Information as it considers necessary and has, before the execution and delivery of this Agreement, satisfied itself as to the accuracy, adequacy, interpretation, relevance, completeness, sufficiency and fitness for purpose of any such Background Information upon which it places reliance;

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(ii) any interpretations, opinions or conclusions made with respect to the Background Information are based solely on the investigations, examinations, analysis, interpretation, information, judgment and knowledge of the Service Provider and are not based on any analysis, evaluation, representation, statement, summary or other information provided by or through OLG or included in the Data Room, whether such information was prepared by OLG, OGAC, any Provincial Entity, the Existing Operator, the Existing General Partner, or any third party (each such third party, including any Provincial Entity and the Existing Operator, that has prepared or contributed to the preparation of, or that has consented to the disclosure of, such Background Information, in whole or in part, a “Third Party Contributor”);

(iii) any adoption, application, use of or reliance by the Service Provider on any and all Background Information shall be at the Service Provider’s sole risk and without any recourse whatsoever against OLG, OGAC, any Provincial Entity, the Existing Operator, the Existing General Partner or any other Third Party Contributor or their respective representatives; and

(iv) it shall not be entitled to and shall not make any Claim against OLG, OGAC, any Provincial Entity, the Existing Operator, the Existing General Partner or any other Third Party Contributor (whether in contract, tort or otherwise), including any Claim in damages, for extensions of time or for additional payments under this Agreement on the grounds:

(A) of any misunderstanding or misapprehension in respect of the Background Information;

(B) that the Background Information was incorrect or insufficient; or

(C) otherwise on the basis of the adoption, use or application of the Background Information by or on behalf of the Service Provider,

nor shall the Service Provider be relieved from any of its obligations under this Agreement on any such ground.

Each Third Party Contributor is hereby made a beneficiary of this Section 9.3.

9.4 Access to Data Room

OLG shall keep the Data Room and the Background Information contained therein as at the Data Room Cutoff Date available to the Service Provider following the Original Execution Date until the Closing Date. OLG shall provide written notice to the Service Provider in accordance with the procedure set out in the RFP of updates and additions to the Data Room made after the Data Room Cutoff Date until the Closing Date.

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On Closing, OLG shall deliver to the Service Provider an index of the content of the Data Room together with an electronic copy of all of the files contained in the Data Room as of each of the Data Room Cutoff Date, the Original Execution Date and the Closing Date.

ARTICLE 10

COVENANTS

10.1 Commercially Reasonable Efforts

(a) Subject to the terms and conditions contained herein, each Party shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate actions, and to make, or cause to be made, all filings necessary, proper or advisable under Applicable Law to consummate and make effective the Transactions.

(b) If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions, then such Party will endeavour in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request.

(c) Except as otherwise contemplated under this Agreement and subject to the performance and requirements of the Transition Activities and of Applicable Law, until the Closing Date, the Seller will, in respect of each of the Subject Gaming Sites, (i) cause the Existing Operator to operate the Subject Gaming Sites in the Ordinary Course, (ii) not terminate, cancel or materially modify any existing Material Contract (or with respect to Material Contracts to which the Existing Operator is the contracting party, cause to be not terminated, cancelled or materially modified), except with the consent of the Service Provider, which consent shall not be unreasonably withheld or delayed, (iii) not terminate, cancel or materially modify any existing Real Property Lease except for amendments that are not adverse to the interest of the tenant under the applicable Real Property Lease, (iv) not terminate, cancel or materially modify any NFEC Related Agreement except for amendments that are not adverse to the interest of the NFEC Tenant (or its assignees) thereunder, (v) cause the Existing Operator to not terminate, cancel, materially modify or accept the surrender of any existing Fallsview Retail Sublease that has a term that expires later than June 11, 2019 (other than any termination or surrender in accordance with the terms thereof), or to renew or replace any Fallsview Retail Sublease that is listed on Schedule 22 as of the Original Execution Date (other than any renewal in accordance with the terms thereof), in each case except with the consent of the Service Provider, which consent shall not be unreasonably withheld or delayed, (vi) not terminate, cancel or materially modify the Parking Licence except for amendments that are contemplated in documents that were included in the Data Room prior to the Submission Deadline or that are not otherwise adverse to the interest of the licensee thereunder, (vii) comply with or cause to be complied with all contractual obligations of OLG, OGAC or the Existing Operator, as applicable, under the Material Contracts in all material respects, and (viii) maintain or cause to be maintained the books and records in the Ordinary Course in all material respects.

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10.2 Representations and Warranties

Subject to Section 15.5, each of the Parties shall use its commercially reasonable efforts to ensure that, subject to Sections 7.2 and 8.2, the representations and warranties set out in this Agreement are true and correct at the Closing Time as if such representations and warranties were made at and as of the Closing Time, except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement, and other than representations and warranties that speak of a specific date or time (in which case such representations and warranties shall be true and correct on and as of such date or time).

10.3 Notification of Certain Matters

Each Party shall up to the Closing Date, give prompt notice to the other Parties of any of the following which occurs, or of which it becomes aware, following the Original Execution Date:

(a) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Material Contract;

(b) the occurrence or existence of any fact, circumstance or event which would reasonably be expected to result in:

(i) any representation or warranty made by such Party in this Agreement, to be untrue or inaccurate in any material respect,

(ii) any material breach of a covenant of such Party set forth in this Agreement, or

(iii) the non-fulfilment of any condition set out in Sections 15.1 or 15.3, as the case may be; and

(c) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the Transactions.

ARTICLE 11

COMPETITION ACT

11.1 Competition Act Approval

The Service Provider and OLG will each use commercially reasonable efforts to obtain Competition Act Approval and in doing so will cooperate with each other. Without limiting the generality of the foregoing, the Service Provider and OLG will, as soon as practicable after the Original Execution Date, prepare and provide submissions to the Commissioner of Competition, including an application for an Advance Ruling Certificate and a request in the alternative for a no-action letter and a waiver from notification under subsection 113(c) and promptly furnish any additional information requested

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under the Competition Act. In addition, if requested by the Service Provider, OLG or the Commissioner of Competition, the Service Provider and OLG shall each file a pre-merger notification pursuant to the Competition Act.

11.2 Communications

The Parties will advise each other of any material communications they have with the Commissioner of Competition or his or her staff in connection with the Competition Act Approval and will permit each other to participate in or review any such material communication before it is made. Notwithstanding the foregoing, submissions, filings or other written communications to the Commissioner of Competition or the staff of the Competition Bureau may be redacted as necessary before sharing with the other Parties to address reasonable solicitor-client or other privilege or confidentiality concerns, provided that external legal counsel to the Service Provider and OLG shall receive non-redacted versions of drafts or final submissions, filings or other written communications to the Commissioner of Competition or the staff of the Competition Bureau, except for information that relates to the valuation of the Transactions, on the basis that the redacted information will not be shared with their respective clients.

11.3 Notice of Approval

The Service Provider shall give to OLG notice of Competition Act Approval within one Business Day following receipt by the Service Provider of evidence thereof.

11.4 Fees

The Service Provider will pay any requisite filing fees and applicable taxes in relation to any filing or application made in respect of the Competition Act.

ARTICLE 12

DAMAGE OR DESTRUCTION

12.1 Risk

The Purchased Assets, the Improvements on the CN Leased Real Property and the Fallsview Owned Real Property shall be and remain at the risk of the Seller up to and including the Closing Time and, subject to the provisions of the Fallsview Lease, thereafter, shall be at the risk of the Service Provider. For greater certainty, all insurance policies held by or for the benefit of the Seller in respect of the Purchased Assets, the Improvements on the CN Leased Real Property and the Fallsview Owned Real Property shall be maintained by or for the benefit of the Seller until the Closing Time and will not be assigned to the Service Provider. The Service Provider shall be obligated to obtain its own insurance in respect of the Purchased Assets the Improvements on the CN Leased Real Property and, to the extent required pursuant to the Fallsview Lease, the Fallsview Owned Real Property as at the Closing Time.

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12.2 Damage or Destruction of Purchased Assets, CN Leased Real Property and Fallsview Owned Real Property

Notwithstanding anything to the contrary contained herein, if, prior to the Closing Time, any or all of (i) the Purchased Assets located at or comprising part of any of the Subject Gaming Sites, (ii) the Improvements on the CN Leased Real Property or (iii) any part of the Fallsview Owned Real Property are destroyed or damaged by fire or any other casualty, the Seller shall promptly deliver a written notice (a “Notice of Loss”) to the Service Provider specifying the nature and extent of the loss or damage. Within 3 Business Days of the Service Provider’s receipt of a Notice of Loss, the Seller and the Service Provider shall meet to determine, each acting reasonably, the percentage, if any, by which the projected Gaming Revenue for the Subject Gaming Bundle as set out in the Service Provider’s proposal submitted in response to the RFP would, by reason of such damage or destruction, decrease during the first twelve (12) months following Closing (the “Percentage Gaming Revenue Decrease”). In determining the Percentage Gaming Revenue Decrease, it shall be assumed that (i) the Service Provider will, following Closing, use commercially reasonable efforts to repair or replace any damage or destruction to the Purchased Assets or the Improvements on the CN Leased Real Property, as applicable, (ii) OLG will, following Closing, notwithstanding anything to the contrary in the Fallsview Lease, use commercially reasonable efforts to repair or replace any damage or destruction to the Fallsview Owned Real Property, and (iii) in each case, the Service Provider will otherwise mitigate the effects of such damage or destruction. Should the Parties be unable to agree as to the Percentage Gaming Revenue Decrease within 8 Business Days of the Notice of Loss, then either Party may submit such dispute for resolution in accordance with Section 18.1, provided that the provisions of Section 1 of Schedule 16 shall apply to such dispute. In the event that the Percentage Gaming Revenue Decrease is equal to or greater than [REDACTED], the Service Provider shall have the option, exercisable by notice in writing to the Seller given no later than 10 Business Days from the date of agreement of the Parties as to the Percentage Gaming Revenue Decrease or the resolution of the dispute in accordance with the provisions herein:

(a) to complete the purchase without reduction of the Purchase Price; or

(b) to terminate this Agreement.

If the Service Provider does not terminate this Agreement within such 10 Business Day period, it shall be deemed to have waived such right and to have elected to complete the Transactions in accordance with paragraph (a) above. If the Service Provider elects to terminate this Agreement within such 10 Business Day period, then the Seller may accept such termination, or at OLG’s option and without any obligation to do so, OLG shall indemnify and save the Service Provider harmless, in accordance with Article 14, from and against any Losses which the Service Provider actually suffers or incurs after Closing in respect of such damage or destruction to the Purchased Assets, the Improvements on the CN Leased Real Property or the Fallsview Owned Real Property, provided that in such case and notwithstanding the foregoing: (i) the Service Provider shall proceed to complete the Transactions in accordance with the provisions of this Agreement, (ii) following Closing, (A) the Service Provider shall use commercially reasonable efforts to repair or replace any damage or destruction to the Purchased Assets or the Improvements on the CN Leased Real Property, as applicable, and (B) OLG will, following Closing, notwithstanding anything to the contrary in the Fallsview Lease, use

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commercially reasonable efforts to repair or replace any damage or destruction to the Fallsview Owned Real Property, and (iii) the calculation of any amounts payable by OLG to the Service Provider, as set forth above, shall take into account and there shall be a reduction of any applicable amounts that the Service Provider would have suffered or incurred if the Percentage Gaming Revenue Decrease had been less than [REDACTED].

If necessary, the Closing Date and/or the Outside Date shall be extended by the number of Business Days required to allow the applicable periods referred to in this Section 12.2 (and if applicable, Schedule 16) to elapse. Notwithstanding the foregoing, if damage or destruction occurs to the Purchased Assets, the Improvements on the CN Leased Real Property or the Fallsview Owned Real Property, at any time before Closing and if OLG, at its option, elects to agree to indemnify the Service Provider as set forth above, the Parties shall proceed to complete the Transactions on the Closing Date or such later date as OLG may designate, acting reasonably to allow sufficient time to complete the Transactions, without the need to determine the Percentage Gaming Revenue Decrease before Closing.

If (A) the Percentage Gaming Revenue Decrease is less than [REDACTED], or (B) the Percentage Gaming Revenue Decrease is equal to or greater than [REDACTED] and the Service Provider elects to consummate the Transactions or is deemed to have elected to complete the Transactions in accordance with paragraph (a) above, or (C) the Service Provider has elected to terminate this Agreement, but OLG has elected to agree to indemnify the Service Provider as set forth above, then:

(i) in respect of the Purchased Assets or the Improvements on the CN Leased Real Property, all proceeds of insurance related to reimbursement for repair or replacement of direct property damage (but expressly excluding proceeds of business interruption insurance) to which the Seller is entitled under the Seller’s insurance in respect of the damage or destruction shall be assigned to the Service Provider by way of assignment in a form acceptable to the Service Provider, acting reasonably, and the Seller shall pay to the Service Provider an amount equal to any deductibles under such insurance in respect of the damage or destruction (if and to the extent the insurance is otherwise payable in respect of such damage or destruction in accordance with the terms of the Seller’s insurance), and the Parties shall proceed to complete the Transactions in accordance with the provisions of this Agreement; and

(ii) in respect of the Fallsview Owned Real Property, the Seller shall retain all proceeds of insurance related to reimbursement for repair or replacement of direct property damage to which the Seller is entitled under the Seller’s insurance in respect of the damage or destruction, and the Parties shall proceed to complete the Transactions in accordance with the provisions of this Agreement.

12.3 Delay in Substantial Completion or Damage or Destruction of NFEC Leased Real Property

Notwithstanding anything to the contrary contained herein:

(a) if the NFEC Commencement Date has not occurred prior to the Closing Date and will not occur on the Closing Date; or

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(b) if, following Substantial Completion (as defined in the NFEC Lease), but prior to the Closing Date, any or all of the NFEC Leased Real Property is destroyed or damaged so as to render it substantially unusable by the NFEC Tenant for the Permitted Use,

(each, a “NFEC Lease Assignment Delay Event”) OLG shall provide prompt written notice of such NFEC Lease Assignment Delay Event (including reasonable details thereof) to the Service Provider, and OLG shall not be required to assign and transfer to the Service Provider, and the Service Provider shall not be required to accept and assume from OLG, the NFEC Agreements on Closing in accordance with Section 3.1. In such circumstances, OLG shall use commercially reasonable efforts to keep the Service Provider apprised with respect to the anticipated NFEC Commencement Date or the repair of the NFEC Leased Real Property to the extent required to render it useable by the NFEC Tenant for the Permitted Use (the “NFEC Repair”), as applicable, and thereafter, on the NFEC Commencement Date or the date on which the NFEC Repair has been completed (as reasonably determined by OLG and the NFEC Landlord) (such date, the “NFEC Lease Assignment Date”), OLG shall assign and transfer to the Service Provider, and the Service Provider shall accept and assume from OLG, the NFEC Agreements with effect as of the NFEC Lease Assignment Date, excluding any rights relating to the NFEC Purchase Option under the NFEC Lease and the related NFEC Option to Purchase Agreement, which rights and the corresponding obligations and liabilities will remain with OLG following such assignment.

ARTICLE 13

EMPLOYMENT, PENSION AND BENEFIT MATTERS

13.1 [REDACTED]

(a) [REDACTED]

(b) [REDACTED]

(c) The Service Provider shall, and shall cause the Employee Holdco (or, subject to the terms of the Casino Operating and Services Agreement, one or more other Designated Subsidiaries, as applicable) to continue to, recognize the past service of all Employees to the extent recognized by the Employee Holdco (and as reflected in Schedule 8) for all employment-related purposes and otherwise as required by Applicable Law.

13.2 Compliance with Applicable Law Post-Transfer

Following the Closing Date, the Service Provider shall and shall cause the Employee Holdco (and any other Designated Subsidiary) to comply in all material respects with all Applicable Law in connection with the employment of the Employees, including without limitation, employment practices and standards, labour relations, workers’ compensation, pay equity, occupational health and safety, human rights, Ontario Health Tax, federal laws related to Canada Pension Plan, employment insurance, income tax and privacy.

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13.3 Non-Solicitation of Employees After Closing

(a) For a period of 12 months following the Closing Date, OLG shall not, and shall cause the Existing Operator not to, directly or indirectly solicit or recruit or otherwise induce or attempt to induce any Employee to discontinue his or her employment relationship with the Employee Holdco.

(b) Notwithstanding the foregoing, this Section 13.3 shall not restrict the right of OLG or the Existing Operator to solicit or recruit generally in the media, or to hire, an Employee who answers any advertisement or who otherwise voluntarily applies for hire without having been solicited, recruited or induced by the Existing Operator.

13.4 [REDACTED]

[REDACTED]

13.5 Existing Operator/Service Provider Indemnities

(a) On and following the Closing Date, the Employee Holdco (or any other Designated Subsidiary or the Service Provider) shall continue to be solely responsible for and shall fully discharge all obligations and liabilities in relation to Employees (including all obligations and liabilities (i) arising under or in respect of any Collective Agreement or any Employee Holdco Contract for the employment of the Employees, (ii) arising under any Pension Plan or any of the Benefit Plans, or (iii) arising under Applicable Law).

(b) Without limiting the Service Provider’s obligations pursuant to Section 2.24(b), on and following the Closing Date, the Service Provider shall fully indemnify and save harmless the Seller Indemnified Persons with respect to any Claims (other than Existing EH Claims) or Losses for which the Employee Holdco (or any other Designated Subsidiary or the Service Provider) will be responsible pursuant to Section 13.5(a) or otherwise by or with respect to any of the Employees, in each case, arising on or after the Closing because of any fact, circumstance or event that occurred on or following the Closing (including, without limitation, any notice of termination or pay in lieu of notice, severance pay or damages for wrongful dismissal owing to or claimed by any of them, in each case, whether accrued at any time prior to or following the Closing).

(c) For certainty, the indemnification obligations set out in this Section 13.5 shall, in all cases, not be subject to the limitation on liability set out in Sections 14.1(c) and 14.1(d) but shall be subject to the other provisions of Article 14.

13.6 [REDACTED]

[REDACTED]

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13.7 [REDACTED]

[REDACTED]

ARTICLE 14

INDEMNIFICATION

14.1 Indemnification

(a) OLG indemnifies and holds the Service Provider and each of its officers, directors, partners, employees, agents, successors and permitted assigns (collectively, the “Service Provider Indemnified Persons”), harmless from and against any Claim which may be made or brought against the Service Provider or any Service Provider Indemnified Person or any Loss which the Service Provider or any Service Provider Indemnified Person may suffer or incur, directly or indirectly, in respect of, as a result of, or arising out of, or in connection with:

(i) (A) the negligence, fraud or wilful misconduct of OLG, OGAC or any Person for whom OLG or OGAC is responsible at law and (B) the negligence, fraud or wilful misconduct of the Existing Operator, the Existing General Partner or the Employee Holdco that occurs prior to the Closing;

(ii) any failure by or on behalf of OLG or OGAC to perform or comply with any obligation, covenant or agreement of OLG or OGAC in this Agreement, including any obligation, covenant or agreement of a Seller requiring performance or compliance by the Existing Operator, the Existing General Partner or the Employee Holdco prior to the Closing;

(iii) subject to Sections 7.2 and 7.4, any inaccuracy or misrepresentation in any representation or warranty of OLG or OGAC in this Agreement or in any document delivered to the Service Provider by or on behalf of OLG or OGAC pursuant to this Agreement;

(iv) any breach or violation by OLG or OGAC of any Applicable Law, and any breach or violation by the Existing Operator, the Existing General Partner or the Employee Holdco of any Applicable Law prior to the Closing;

(v) any defect in the Existing General Partner’s ownership or title to the Employee Holdco Shares, and any Encumbrance (other than any Permitted Encumbrances) attaching to the Employee Holdco Shares as at the Closing Date;

(vi) [REDACTED]

(vii) any Win Tax;

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(viii) the Excluded Liabilities;

(ix) the enforcement of any rights of any Service Provider Indemnified Person under this Agreement and any related investigation, defence, preparation of defence, dispute resolution, litigation and enquiries;

(x) an OLG NFEC Lease Assignment Default; and

(xi) an NFEC Lease Assignment Delay Event in the circumstances described in clause (a) of Section 12.3.

(b) The Service Provider indemnifies and holds OLG, OGAC and the Crown and each of their respective officers, directors, employees, agents, ministers, successors and assigns and the Existing Operator Indemnified Persons (collectively, the “Seller Indemnified Persons”) harmless from and against any Claim which may be made or brought against the Seller or any Seller Indemnified Person or any Loss which the Seller or any Seller Indemnified Person may suffer or incur, in respect of, as a result of, or arising out of, or in connection with:

(i) the negligence, fraud or wilful misconduct of the Service Provider or of any Person for whom the Service Provider is responsible at law;

(ii) any failure of the Service Provider to perform or comply with any obligation, covenant or agreement of the Service Provider in this Agreement;

(iii) subject to Sections 8.2 and 8.3, any inaccuracy or misrepresentation of any representation or warranty of the Service Provider in this Agreement or in any document delivered to OLG or OGAC by or on behalf of the Service Provider pursuant to this Agreement;

(iv) any breach or violation by the Service Provider of any Applicable Law;

(v) the Assumed Liabilities;

(vi) the ownership and operation of the Employee Holdco from and after the Closing, except to the extent indemnified by OLG pursuant to Section 14.1(a)(vi);

(vii) the Transfer Taxes (other than Transfer Taxes actually paid by the Service Provider in accordance with Section 3.7);

(viii) the enforcement of any rights of any Seller Indemnified Person under this Agreement and any related investigation, defence, preparation of defence, dispute resolution, litigation and enquiries; and

(ix) a Service Provider NFEC Lease Assignment Default.

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(c) Prior to the Closing (including if this Agreement is terminated before Closing), OLG’s obligation to indemnify and hold harmless pursuant to this Agreement shall be limited to an aggregate amount of [REDACTED] (the “OLG TAPA Indemnification Cap”).

From and after Closing, if a Service Provider Indemnified Person is indemnified by the Seller for a Claim, a Loss or an amount under this Agreement (including in respect of Claims made prior to Closing, but not paid or satisfied prior to Closing) or the Casino Operating and Services Agreement, as the case may be, regardless of whether the event or matter that gives rise to such unpaid or unsatisfied indemnification obligation occurred before or after Closing, then any such Claim, Loss or amount paid or satisfied by the Seller under such indemnity shall be limited to the OLG COSA Indemnification Cap (without reference to the OLG TAPA Indemnification Cap) and shall be applied against and included in the calculation of the limit of liability constituted by the OLG COSA Indemnification Cap for the purposes of both this Agreement and the Casino Operating and Services Agreement.

The Parties agree that the OLG TAPA Indemnification Cap and the OLG COSA Indemnification Cap shall not apply to any Claim or Loss relating to (i) gross negligence, criminal conduct, fraud or wilful misconduct of the Seller, the Existing Operator, the Existing General Partner or the Employee Holdco, (ii) the indemnity in paragraph (n) of the definition of Permitted Encumbrances in Section 1.1, (iii) the indemnities that may be provided by OLG in Section 7.2 or Section 12.2, and (iv) the indemnities set out in Sections 14.1(a)(v), 14.1(a)(vi), 14.1(a)(vii), 14.1(a)(xi) and Section 14.2; [REDACTED]

For greater certainty, no Claims, Losses or amounts that are expressly excluded by this Agreement from the OLG TAPA Indemnification Cap or the OLG COSA Indemnification Cap shall be applied against or included in the calculation of the limit of liability constituted by the OLG TAPA Indemnification Cap or the OLG COSA Indemnification Cap, as the case may be.

(d) Prior to the Closing (including if this Agreement is terminated before Closing), the Service Provider’s obligation to indemnify and hold harmless pursuant to this Agreement shall be limited to an aggregate amount of [REDACTED] (the “Service Provider TAPA Indemnification Cap”). For greater certainty, any draws made under the Closing Letters of Credit pursuant to this Agreement shall be applied against and included in the calculation of the limit of liability constituted by the Service Provider TAPA Indemnification Cap.

From and after Closing, if a Seller Indemnified Person is indemnified by the Service Provider for a Claim, a Loss or an amount under this Agreement (including in respect of Claims made prior to Closing, but not paid or satisfied prior to Closing) or the Casino Operating and Services Agreement, as the case may be, regardless of whether the event or matter that gives rise to such unpaid or unsatisfied indemnification obligation occurred before or after Closing, then any such Claim, Loss or amount paid or satisfied

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by the Service Provider under such indemnity shall be limited to the Service Provider COSA Indemnification Cap (without reference to the Service Provider TAPA Indemnification Cap) and shall be applied against and included in the calculation of the limit of liability constituted by the Service Provider COSA Indemnification Cap for the purposes of both this Agreement and the Casino Operating and Services Agreement.

The Parties agree that the Service Provider TAPA Indemnification Cap and the Service Provider COSA Indemnification Cap shall not apply to any Claim or Loss relating to (i) gross negligence, criminal conduct, fraud or wilful misconduct of the Service Provider, or (ii) the indemnity set out in Section 13.5(b), provided that the Service Provider TAPA Indemnification Cap and the Service Provider COSA Indemnification Cap will be (A) inclusive of any draws made under the Closing Letters of Credit or the Performance Security in respect of indemnification payments that are subject to the Service Provider TAPA Indemnification Cap and the Service Provider COSA Indemnification Cap, as applicable, and (B) exclusive of any insurance proceeds received or that will be received by any Seller Indemnified Person as an additional insured, additional named insured or loss payee, as applicable, pursuant to any insurance required to be maintained by the Service Provider pursuant to this Agreement and/or, after Closing, pursuant to the Casino Operating and Services Agreement. The Service Provider agrees to promptly make and diligently pursue a claim against any insurance it is required to maintain pursuant to this Agreement, for any Claim or Loss incurred or suffered by a Seller Indemnified Person where such Seller Indemnified Person is named or is required to be named as an additional insured, additional named insured or loss payee, as applicable, under such insurance policy pursuant to this Agreement and/or, after Closing, pursuant to the Casino Operating and Services Agreement.

For greater certainty, no Claims, Losses or amounts that are expressly excluded by this Agreement from the Service Provider TAPA Indemnification Cap or the Service Provider COSA Indemnification Cap shall be applied against or included in the calculation of the limit of liability constituted by the Service Provider TAPA Indemnification Cap or the Service Provider COSA Indemnification Cap, as the case may be.

14.2 Retail Sales Tax Act Compliance

The Service Provider will not require the Seller to provide a certificate issued under Section 6 of the Retail Sales Tax Act (Ontario). Notwithstanding anything to the contrary in this Agreement, OLG agrees to indemnify and hold the Service Provider and each Service Provider Indemnified Person harmless from and against any Losses which the Service Provider or any Service Provider Indemnified Person may incur or suffer directly or indirectly as a result of the Seller’s non-compliance with the Retail Sales Tax Act (Ontario), except to the extent that such damages arise from the Service Provider’s failure to pay and satisfy any of the liabilities assumed by the Service Provider or with respect to which the Service Provider agrees to indemnify any of the Seller Indemnified Persons pursuant to the terms of this Agreement or in any closing document.

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14.3 Procedure for Indemnification

(a) Within a reasonable period of time after the incurrence of any Losses by any Person entitled to indemnification pursuant to Section 14.1 or Section 14.2 hereof or any other provision of this Agreement (an “Indemnified Party”), including any Claim by a third Person described in Section 14.4, which might give rise to indemnification hereunder, the Indemnified Party shall deliver to the Party from which indemnification is sought (the “Indemnifying Party”) a certificate (the “Certificate”), which Certificate shall:

(i) state that the Indemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement;

(ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder; and

(iii) be delivered to the Indemnifying Party.

(b) In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any Claim or Claims specified in any Certificate, the Indemnifying Party shall, within 10 days after receipt by the Indemnifying Party of such Certificate, deliver to the Indemnified Party a notice to such effect and the Indemnifying Party and the Indemnified Party shall, within the 30 day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such Claims to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such Claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts, then the Indemnified Party and the Indemnifying Party shall submit such dispute for arbitration in accordance with Section 18.1. The Party which receives a final judgment in such dispute shall be indemnified and held harmless for all reasonable legal and consultant’s fees or expenses by the other Party.

(c) Claims for Losses specified in any Certificate to which an Indemnifying Party shall not object in writing within 10 days of receipt of such Certificate, Claims for Losses the validity and amount of which have been the subject of agreement as described in Section 14.3(b) and Claims for Losses the validity and amount of which shall have been the subject of a final arbitration, or shall have been settled with the consent of the Indemnifying Party, as described in Section 14.4 below, are hereinafter referred to,

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collectively, as “Agreed Claims”. Within 10 Business Days of the determination of the amount of any Agreed Claims, the Indemnifying Party shall pay to the Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than 2 Business Days prior to such payment.

14.4 Third Party Claims

(a) If a Claim by a third Person is made against any Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Agreement, such Indemnified Party shall promptly notify the Indemnifying Party of such Claim; provided that the failure to so notify shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby.

(b) The Indemnifying Party shall have 30 days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party, of the settlement or defence thereof and the Indemnified Party shall cooperate with it in connection therewith; provided that (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defence through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party; and (ii) the Indemnifying Party shall promptly be entitled to assume the defence of such action only to the extent the Indemnifying Party acknowledges its indemnity obligation and assumes and holds such Indemnified Party harmless from and against the full amount of any Loss resulting therefrom; and provided further that the Indemnifying Party shall not be entitled to assume control of such defence and shall pay the fees and expenses of counsel retained by the Indemnified Party: (A) if the Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against or in respect of the Indemnifying Party; (B) if the Claim seeks an injunction or equitable relief against the Indemnified Party; (C) if the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (D) at OLG’s sole option, if the Indemnified Party is OLG, OGAC or the Crown and the Claim involves a matter of public policy or relates to an Information Security Incident.

(c) Any Indemnified Party shall have the right to employ separate counsel in any such action or Claim and to participate in the defence thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such Claim as provided in the preceding sentence, to assume the defence of such Claim; (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, which authorization shall not be unreasonably withheld, conditioned or delayed; or (iii) the

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named parties to any such action include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defences available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party.

(d) So long as the Indemnifying Party is reasonably contesting any such Claim in good faith, the Indemnified Party shall not pay or settle any such Claim without the prior written consent of the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such Claim unless the Indemnifying Party shall have consented to such payment or settlement.

(e) If the Indemnifying Party does not notify the Indemnified Party within 30 days after the receipt of the Indemnified Party’s notice of a Claim of indemnity hereunder that it elects to undertake the defence thereof, the Indemnified Party shall have the right to contest, settle or compromise the Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, except with the prior written consent of the Indemnified Party, enter into any settlement that is not entirely indemnifiable by the Indemnifying Party pursuant to this Agreement and does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to all Indemnified Parties of an unconditional release from all liability with respect to such Claim or consent to entry of any judgment.

(f) The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defence of any Claim, including making available records relating to such Claim and furnishing, without expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be reasonably necessary for the preparation of the defence of any such Claim or for testimony as witnesses in any proceeding relating to such claim.

14.5 Additional Rules and Procedures

(a) All indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds actually received by the Indemnified Party for such Loss for which the Indemnified Party is seeking indemnification.

(b) Notwithstanding anything contained in this Agreement to the contrary, in no event will any Indemnifying Party be obligated under this Agreement to indemnify any Indemnified Party in respect of any Claims or Losses arising out of or resulting from the gross negligence, criminal conduct, fraud or wilful misconduct of such Indemnified Party.

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(c) Further (i) no Indemnified Party will be entitled to be indemnified twice for the same Losses and (ii) no Indemnified Party will be entitled to double-recovery under the indemnification provisions of this Agreement and from insurance proceeds received by such Indemnified Party in respect of such indemnified matter (for greater certainty, less all costs and expenses (including deductibles) incurred in pursuing any related insurance claims and any increases in insurance premiums and other charge-backs) and, in the case of OLG, from the proceeds of the Closing Letters of Credit or the Performance Security received by OLG.

14.6 One Recovery

Any Indemnified Party shall not be entitled to double recovery for any Claim even though the Claim may have resulted from the breach of more than one of the representations, warranties, agreements and covenants made by the Indemnifying Party in this Agreement.

14.7 Duty to Mitigate

Subject to Section 16.4, nothing in this Agreement shall in any way restrict or limit the general obligation at law of an Indemnified Party to mitigate any damages which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty or covenant of the Indemnifying Party under this Agreement.

14.8 Set-Off Rights

Any amounts payable by an Indemnifying Party to an Indemnified Party pursuant to this Article 14 may be set-off against any amounts owing by the Indemnified Party to the Indemnifying Party from time to time and any such amount shall instead be retained by the Indemnifying Party. Without limiting the foregoing, if the Service Provider is the Indemnifying Party and fails to pay any amount owing to an Indemnified Party pursuant to this Article 14 or any other covenant of indemnification included in this Agreement, OLG may draw on any of the Closing Letters of Credit in the amount determined to be owing to such Indemnified Party under this Agreement.

14.9 Third Party Indemnification

The Service Provider appoints OLG as the trustee for the Seller Indemnified Persons of the covenants of indemnification of the Service Provider with respect to such Seller Indemnified Persons, and OLG accepts such appointment. OLG appoints the Service Provider as the trustee for the Service Provider Indemnified Persons of the covenants of indemnification of OLG with respect to such Service Provider Indemnified Persons, and the Service Provider accepts such appointment.

14.10 Taxes

All references in this Article 14 to Losses will exclude any HST paid to the extent that it is recoverable by means of the input tax credit mechanism. If the Parties, each acting reasonably, determine that any payment made pursuant to this Article 14 or Section 12.2 or any other covenant of indemnification included in this Agreement is subject to HST or any other Tax, the Indemnifying Party will pay the

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applicable HST or other Tax in addition to such payment. If the Parties, each acting reasonably, determine that any payment made pursuant to this Article 14 or Section 12.2 or any other covenant of indemnification included in this Agreement is deemed by the Excise Tax Act (Canada) to be inclusive of HST or is deemed to be inclusive of any other Tax, the amount of such payment will be grossed up accordingly to ensure that the Indemnified Party receives such payment (net of the included HST or other Tax).

14.11 Remedies Exclusive

Except in cases of gross negligence, wilful misconduct, criminal conduct or fraud, and subject to any other rights, remedies and recourse specifically provided in this Agreement (including the right of OLG to draw under the Closing Letters of Credit), the remedies provided in this Article 14 will be the exclusive monetary remedies (including equitable remedies that involve monetary payment, such as restitution or disgorgement, other than specific performance and injunctive relief as contemplated by Section 18.3) of the Indemnified Parties in connection with any inaccuracy or misrepresentation in a representation or warranty, or failure (in whole or in part) to perform or comply with any one or more obligations, covenants or agreements contained herein or in respect of any other indemnified matter hereunder.

ARTICLE 15

CONDITIONS OF CLOSING

15.1 Conditions of Closing in Favour of Service Provider

The obligation of the Service Provider to purchase the Purchased Assets and to assume the Assumed Liabilities is subject to the fulfillment, performance and satisfaction of, or compliance with, each of the following conditions (each of which is acknowledged to be inserted for the exclusive benefit of the Service Provider and may, subject to the provisions hereof, be waived by the Service Provider in whole or in part):

(a) Truth and Accuracy of Representations and Warranties. All representations and warranties of OLG and OGAC set forth in this Agreement shall be true and correct in all material respects (other than those qualified by materiality, which shall be true and correct in all respects) at the Closing Time with the same force and effect as if made at and as of such time (other than the representations and warranties as of a specified date, which shall be true and correct in all material respects on and as of such date) and OLG shall have delivered to the Service Provider at Closing a bringdown certificate signed by a senior officer of OLG confirming compliance with this condition.

(b) Performance of Covenants. Each of OLG and OGAC shall have performed (or caused to have been performed) and complied (or caused to have been complied) in all material respects with each obligation, agreement and covenant in this Agreement required to be performed or complied with by or on behalf of it under this Agreement or any other agreement or document contemplated by this Agreement at or prior to the Closing.

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(c) Competition Act Approval. The Competition Act Approval shall have been obtained at or prior to the Closing.

(d) Liquor Licence. The Mandatory Consent set out at listed item B in Schedule 14 shall have been obtained at or prior to the Closing.

(e) Legal Impediments. Subject to Section 15.6, there shall not be in effect as at the Closing Time any Applicable Law or Claim (other than Claims that may have been brought or caused by, or on behalf of, the Service Provider) restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Transactions.

(f) Completion Documents. The Seller shall have executed and delivered or shall have caused to be executed and delivered to the Service Provider each of the documents listed in Section (B) of Schedule 11 at or prior to the Closing.

15.2 Waiver by Service Provider

Subject to Section 7.2, if any of the conditions in Section 15.1 have not been fulfilled by the Closing, the Service Provider may terminate this Agreement by notice in writing to OLG, in which event, subject to Article 16, each of the Parties shall be released from all of its obligations under this Agreement. Notwithstanding the foregoing, with the exception of the conditions in Section 15.1(c) and Section 15.1(e), the Service Provider may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfillment of any other condition, in whole or in part, and provided that, subject to Section 7.2(b), such waiver shall not prejudice the rights of the Service Provider to bring a Claim and recover damages for the breach of any representation, warranty or covenant contained in this Agreement not waived or deemed waived by the Service Provider in respect to which the Service Provider would otherwise be entitled to bring a Claim and recover damages pursuant to the terms of this Agreement.

15.3 Conditions of Closing in Favour of OLG and OGAC

The obligation of OLG and OGAC to sell, or to cause the Existing Operator or the Existing General Partner, as applicable, to sell, the Purchased Assets is subject to the fulfillment, performance and satisfaction of, or compliance with, each of the following conditions (each of which is acknowledged to be inserted for the exclusive benefit of OLG and OGAC and may, subject to the provisions hereof, be waived by OLG and OGAC in whole or in part):

(a) Truth and Accuracy of Representations and Warranties. All representations and warranties of the Service Provider set forth in this Agreement and the Casino Operating and Services Agreement shall be true and correct in all material respects at the Closing Time with the same force and effect as if made at and as of such time (other than the representations and warranties as of a specified date, which shall be true and correct in all material respects on and as of such date) and the Service Provider shall have delivered to OLG at Closing a bringdown certificate signed by a senior officer of the Service Provider confirming compliance with this condition.

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(b) Performance of Covenants. The Service Provider shall have performed and complied in all material respects with each obligation, agreement and covenant in this Agreement required to be performed or complied with by it under this Agreement or any other agreement or document contemplated by this Agreement at or prior to the Closing.

(c) Competition Act Approval. The Competition Act Approval shall have been obtained at or prior to the Closing.

(d) Liquor Licence. The Mandatory Consent set out at listed item B in Schedule 14 shall have been obtained at or prior to the Closing.

(e) Legal Impediments. Subject to Section 15.6, there shall not be in effect as at the Closing Time any Applicable Law or Claim restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Transactions.

(f) Completion Documents. The Service Provider shall have executed and delivered or shall have caused to be executed and delivered to the Seller each of the documents listed in Section (A) of Schedule 11 at or prior to Closing.

(g) Act of Insolvency. There shall have been no Act of Insolvency with respect to the Service Provider during the Post-Submission Period.

15.4 Waiver by the Seller

If any of the foregoing conditions in Section 15.3 have not been fulfilled by Closing, the Seller may terminate this Agreement by notice in writing to the Service Provider, in which event, subject to Article 16, each of the Parties shall be released from all of its obligations under this Agreement. Notwithstanding the foregoing, with the exception of the conditions in Sections 15.3(c) and 15.3(e), the Seller may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfillment of any other condition, in whole or in part, and provided that such waiver shall not prejudice the rights of the Seller to bring a Claim and recover damages for the breach of any representation, warranty or covenant contained in this Agreement not waived or deemed waived by the Seller in respect to which the Seller would otherwise be entitled to bring a Claim and recover damages pursuant to the terms of this Agreement.

15.5 General Matters Relating to Conditions

(a) Each of the Seller and the Service Provider shall act in good faith and use commercially reasonable efforts in the circumstances to satisfy or cause to be satisfied the conditions set forth in Sections 15.1 and 15.3 which it is required to perform, comply with or fulfill, provided that (and without affecting the interpretation of “commercially reasonable efforts” as such term is used elsewhere in this Agreement and for greater certainty only in respect of the matters subject to commercially reasonable efforts as described in this Section 15.5(a)) no Party shall be required to spend material amounts of money or incur additional material obligations to obtain the necessary assistance or cooperation of any third party or Governmental Authority to satisfy any condition

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(other than registration and application fees and other expenditures provided for in this Agreement and reasonable legal fees). Subject to compliance with the foregoing by the applicable Party, the failure of such Party to satisfy a condition that it is required to perform, comply with or fulfill, shall not be considered a breach or default by the Party under this Agreement. For greater certainty, nothing in this Section 15.5(a) shall (or be construed so as to) excuse, release, diminish or otherwise limit the obligations of the Service Provider to pay the Closing Payment in accordance with this Agreement.

(b) Notwithstanding anything to the contrary contained in this Article 15 (but subject to the authority to waive any such conditions under Applicable Law), if the Closing occurs, all conditions set out in Sections 15.1 and 15.3 shall be deemed to be fully and irrevocably waived by the Service Provider and the Seller, respectively, provided that such deemed waiver shall not prejudice the rights of any Party to bring a Claim and recover damages for the breach of any representation or warranty or covenant contained in this Agreement in respect to which any such Party would otherwise be entitled to bring a Claim and recover damages pursuant to the terms of this Agreement.

(c) The Parties agree that all conditions herein are conditions of the obligations of the Party named in the relevant section to complete the purchase and sale of the Purchased Assets contemplated herein and are not conditions precedent to the existence or enforceability of this Agreement.

15.6 Extension of Closing Date and Outside Date for Legal Impediments

If an Applicable Law or Claim restrains, enjoins or otherwise prohibits or makes illegal the consummation of the Transactions on the scheduled Closing Date, then:

(a) if the Applicable Law or Claim restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Transactions arises within 10 Business Days of the scheduled Closing Date, the Closing Date (and if applicable, the Outside Date) shall automatically be extended by 10 Business Days so that any Party may, at its option and without any obligation to do so, seek a stay of enforcement of the applicable Claim or the applicable decision of any court of competent jurisdiction; and

(b) if there is a stay of enforcement of the applicable Claim or the applicable decision of a court of competent jurisdiction by reason of a pending appeal, the Closing Date (and if applicable, the Outside Date) shall be automatically extended until the applicable Claim or the applicable decision is finally confirmed as restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Transactions,

provided that, in no event shall the Closing Date and, if applicable, the Outside Date be extended by more than 30 days pursuant to the foregoing unless otherwise agreed in writing by the Parties.

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ARTICLE 16

TERM AND TERMINATION

16.1 Termination

(a) This Agreement may be terminated at any time on or prior to the Closing:

(i) by mutual written consent of the Seller and the Service Provider;

(ii) by the Service Provider pursuant to Section 12.2;

(iii) by the Service Provider pursuant to Section 15.2;

(iv) by the Seller pursuant to Section 15.4;

(v) by the Seller, if the aggregate amount of:

(A) all indemnification payments paid by the Service Provider pursuant to Article 14 and all amounts paid by the Service Provider which are expressly subject to the Service Provider TAPA Indemnification Cap (including the aggregate of all amounts drawn by OLG under the Closing Letters of Credit in respect or in satisfaction thereof), and

(B) subject to the Dispute Resolution Procedure, all indemnification payments owing by the Service Provider pursuant to Article 14 to the Seller Indemnified Persons and that are subject to the Service Provider TAPA Indemnification Cap,

exceeds, in the aggregate, the Service Provider TAPA Indemnification Cap;

(vi) by the Service Provider, if the aggregate amount of:

(A) all indemnification payments paid by OLG pursuant to Article 14 and all other amounts paid by OLG that are expressly subject to the OLG TAPA Indemnification Cap, and

(B) subject to the Dispute Resolution Procedure, all indemnification payments owing by OLG pursuant to Article 14 to the Service Provider and that are subject to the OLG TAPA Indemnification Cap,

exceeds, in the aggregate, the OLG TAPA Indemnification Cap; or

(vii) by the Seller or the Service Provider, if the Closing shall not have occurred by the Outside Date, provided that the right to terminate this Agreement under this Section 16.1(a)(vii) shall not be available to any Party whose failure to fulfill any obligation under this Agreement shall be the cause of the failure of the Closing to occur on or before such date;

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(viii) by the Seller, if there has been a breach by or termination or disqualification of, the Service Provider under any of the Surviving RFP Obligations; or

(ix) by the Seller, if there has been an Act of Insolvency with respect to the Service Provider, except where, in the case of paragraphs (b) or (c) in the definition of Act of Insolvency in Section 1.1, such proceedings or occurrences have been withdrawn, stayed, discharged or are otherwise of no further effect within 15 days of their occurrence or commencement.

16.2 Unwinding of Pre-Closing Transition Activities After Termination

Unless otherwise agreed to by OLG, upon the termination of this Agreement prior to Closing, the Service Provider shall forthwith, in consultation with OLG, take all reasonable steps to wind-up the Transition Activities in a proper and orderly manner and if applicable, the Service Provider shall vacate the Subject Gaming Sites and remove therefrom (and repair any damage caused by any such removal) in a proper and orderly manner, all of its materials, supplies and equipment used in or relating to the Service Provider Pre-Closing Transition Activities.

16.3 Termination by Service Provider With Cause

(a) If this Agreement is terminated by the Service Provider pursuant to Section 15.2 as a result of the default of the Seller (not caused by the Service Provider), or as a result of the non-satisfaction of the condition set forth at Section 15.1(e) (other than in respect of Claims that may have been brought or caused by, or on behalf of, the Service Provider), or as a result of the non-satisfaction of the condition set forth at Section 15.3(e) (other than in respect of Claims that may have been brought or caused by, or on behalf of, the Service Provider), OLG will pay Termination Costs to the Service Provider, subject to Section 14.1(c) and the OLG TAPA Indemnification Cap referred to therein. The Service Provider will invoice OLG for such Termination Costs and will provide reasonable supporting documentation. For greater certainty and notwithstanding anything to the contrary contained in this Agreement, in no event whatsoever shall the Termination Costs exceed the OLG TAPA Indemnification Cap.

(b) OLG shall have at least 10 days to review the invoice of Termination Costs and shall pay to the Service Provider all approved Termination Costs within 20 days after such 10 day period.

(c) Should OLG not approve the payment of any amounts set out in the invoice of Termination Costs, OLG shall nevertheless pay the undisputed portion of the amount set out in such invoice within the time set out above, and, with respect to the disputed portion, OLG may require additional information/justification in support of the invoice submitted. Upon submission by the Service Provider of the additional information/justification requested by OLG, OLG will review such information/justification and, within 5 days following receipt thereof, shall determine whether such disputed amount should be paid, in which event the disputed amount will be paid within 10 days following receipt of such information/justification. Any amounts remaining in dispute shall be subject to the provisions of Section 18.1.

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(d) The Service Provider shall use commercially reasonable efforts to include a right to terminate any contract, subcontract, supply contract or other relevant agreement in respect to the Service Provider Pre-Closing Transition Activities, upon the payment by the Service Provider of reasonable and applicable demobilization costs to the relevant counterparty of such contract, subcontract, supply contract or other relevant agreement in the event of the termination of this Agreement.

(e) Payment of the Termination Costs by OLG to the Service Provider shall be in full and final settlement of any claims, demands and proceedings of the Service Provider, and the Seller, the Existing Operator and the Existing General Partner shall be released from all liability in relation to any breaches or other events leading to the termination of this Agreement, and the Service Provider shall be precluded from exercising all other rights or remedies in respect of any such breach or termination, whether in contract, tort, restitution, statute, at common law or otherwise, including any right to be indemnified by the Seller. The Existing Operator and the Existing General Partner are hereby made beneficiaries of this Section 16.3(e) for purposes of the foregoing release.

16.4 Termination by OLG With Cause Prior to Closing Date

If this Agreement is terminated prior to the Closing Date (a) solely by reason of the default of the Service Provider (including as a result of the non-satisfaction of a closing condition solely as a result of a breach by the Service Provider), (b) pursuant to Section 16.1(a)(viii) or (c) pursuant to Section 16.1(a)(ix), OLG shall be entitled to draw on the Closing Letters of Credit in their entirety as liquidated damages and such liquidated damages shall be the sole remedy of the Seller in respect of such termination. The Parties agree that such liquidated damages are not a penalty but represents a genuine and reasonable pre-estimate of the damages that the Seller will suffer as a result of the happening of the specified event and it would be difficult or impossible to quantify such damages upon the happening of the specified event. Such payment shall constitute full and final settlement of any and all damages that may be claimed by the Seller as a result of the Service Provider not completing the Transactions prior to the Closing Date. The Parties agree that such liquidated damages shall be payable whether or not the Seller incurs or mitigates its damages, and that the Seller shall not have any obligation to mitigate any such damages.

16.5 Release of Closing Letters of Credit

If this Agreement is terminated prior to the Closing Date for any reason other than (a) the default of the Service Provider or (b) pursuant to Section 16.1(a)(viii) or (c) pursuant to Section 16.1(a)(ix), OLG shall return the Closing Letters of Credit (or the undrawn portions thereof) to the Service Provider or as it may direct in writing, except for the amount of any and all obligations, Claims and/or Liabilities in respect of which any of the Seller Indemnified Persons are entitled to be indemnified under Article 14.

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ARTICLE 17

CONFIDENTIALITY

17.1 Confidential Information

(a) For the purposes of this Agreement, “Confidential Information” includes any and all information of a Party that has been or may hereafter be disclosed in any form, whether in writing, orally, electronically or otherwise, or otherwise made available by observation, inspection or otherwise by a Party or its representatives (collectively, a “Disclosing Party”) to any other Party or its representatives (collectively, a “Receiving Party”) or that has been jointly or cooperatively developed by the Parties in connection with the performance of their respective obligations under this Agreement, including:

(i) all information concerning the business and affairs, properties, assets, liabilities, prospects and plans of or relating to the Disclosing Party (including historical and current financial statements, financial projections and budgets, Tax returns and accountants’ materials, historical, current and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer lists and files, contracts, the Operating Manual and the terms and conditions of this Agreement, in each case, however documented), and all information obtained from any review of the Disclosing Party’s documents or property or discussions with the Disclosing Party regardless of the form of the communication;

(ii) all Intellectual Property and information concerning specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned business and operational methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer hardware, computer software and database technology, systems, structures and architectures;

(iii) all information that is a trade secret under applicable trade secret or other Applicable Law;

(iv) all facts, information, documents and submissions provided to or otherwise received by or on behalf of a Party in the course of or otherwise in connection with any Dispute Resolution Procedure, including the occurrence of any such Dispute Resolution Procedure and any resolution, decision or award in connection therewith; and

(v) all notes, analyses, compilations, studies, summaries and other material prepared by the Receiving Party to the extent containing or based upon, in whole or in part, any information included in the foregoing;

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provided, however, that “Confidential Information” does not include any of the foregoing that is:

(vi) publicly available when it is received by or becomes known to the Receiving Party or that subsequently becomes publicly available other than through a direct or indirect act or omission of the Receiving Party, but only after it becomes publicly available;

(vii) established by evidence to have been already known to the Receiving Party at the time of its disclosure to the Receiving Party and is not known by the Receiving Party to be the subject of an obligation of confidence of any kind;

(viii) independently developed or obtained by the Receiving Party without any use of or reference to the Confidential Information of the Disclosing Party as established by evidence that would be acceptable to a court of competent jurisdiction; or

(ix) received by the Receiving Party in good faith without an obligation of confidence of any kind from a third party who the Receiving Party had no reason to believe was not lawfully in possession of such information free of any obligation of confidence of any kind, but only until the Receiving Party subsequently comes to have reason to believe that such information was subject to an obligation of confidence of any kind when originally received.

(b) Notwithstanding the provisions of Section 17.1(a), the Casino Data, including the Historical Gaming Data, the Forward-Looking Historical Non-Gaming Information, the Historical Non-Gaming Information and all other Confidential Information that is contemplated by this Agreement or by the Casino Operating and Services Agreement as being proprietary to OLG will be deemed to be the Confidential Information of OLG regardless of whether such information originates from, or is otherwise disclosed by, OLG or the Service Provider or is jointly developed by OLG and the Service Provider.

17.2 Confidentiality Covenant

Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information:

(a) will be kept confidential and secure by the Receiving Party;

(b) will not be used or reproduced by the Receiving Party for any reason or purpose, except as and to the extent expressly permitted in this Agreement, the Casino Operating and Services Agreement or the Operating Manual or as may be reasonably necessary for the exercise and carrying out of its rights or the performance of its obligations under this Agreement, the Casino Operating and Services Agreement or the Operating Manual; and

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(c) will not be disclosed, transferred or otherwise made available by the Receiving Party, except as and to the extent expressly permitted in this Agreement, the Casino Operating and Services Agreement or the Operating Manual or with the prior written consent of the Disclosing Party, which consent may be withheld or conditioned in the sole discretion of the Disclosing Party.

17.3 Permitted Disclosures by the Service Provider

Notwithstanding any other provision of this Article 17 to the contrary, the Service Provider is entitled to disclose OLG’s Confidential Information:

(a) on a confidential basis to Service Provider Personnel, Subcontractors and members of the SP Group, in each case, if and to the extent that such Persons need to know such Confidential Information in connection with the performance of this Agreement; and

(b) on a confidential basis to the accountants, internal and external auditors, legal counsel, actual or proposed institutional lenders and other professional advisors of the Service Provider or of any Topco, in each case, if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory or financing services relating to the Service Provider’s or a Topco’s business,

provided, however, in each case, that in connection with any such disclosure described in this Section 17.3, the Service Provider will (i) advise such Persons of the confidential nature of such Confidential Information, (ii) use commercially reasonable efforts to cause such Persons to maintain the confidentiality of such Confidential Information, and (iii) in circumstances where such Confidential Information is disclosed to the Service Provider’s proposed institutional lenders, use commercially reasonable efforts to cause such Persons to return or destroy such Confidential Information if the Service Provider does not enter into financing arrangements with such Persons.

17.4 Permitted Disclosures by OLG and OGAC

Notwithstanding any other provision of this Article 17 to the contrary, each of OLG and OGAC is entitled to disclose the Service Provider’s Confidential Information:

(a) on a confidential basis to any OLG or OGAC employee, agent or representative or any other Person engaged by OLG or OGAC if and to the extent that such Persons need to know such Confidential Information in connection with their duties and obligations;

(b) on a confidential basis to the Existing Operator, the Existing General Partner and the Employee Holdco in connection with their performance of the duties and obligations of the Seller under this Agreement, provided that, if requested by the Service Provider, OLG will use commercially reasonable efforts to obtain a non-disclosure agreement on commercially reasonable terms from each of them in favour of the Service Provider, and the Service Provider will, if requested by OLG, execute and deliver a non-disclosure agreement on commercially reasonable terms in favour of each of them with respect to confidential information of any of them that may be provided to the Service

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Provider; and provided further that in the absence of any such non-disclosure agreements being entered into by the Existing Operator, the Existing General Partner and the Employee Holdco, the Service Provider may, acting reasonably, require that commercially sensitive portions of its Confidential Information not needed by the Existing Operator, the Existing General Partner or the Employee Holdco to perform such duties and obligations be redacted prior to disclosure to the Existing Operator, the Existing General Partner or the Employee Holdco;

(c) on a confidential basis to its accountants, internal and external auditors, legal counsel, and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services to OLG or OGAC; and

(d) subject to Applicable Law, that is proprietary to OLG or OGAC under the terms of this Agreement, the Casino Operating and Services Agreement or the Operating Manual to any Person OLG or OGAC may see fit, provided that such information disclosed does not include the Service Provider’s costs of providing the Services or any other Confidential Information of the Service Provider that would be exempt from disclosure, including under Section 17(1) of FIPPA,

provided, however, in each case, that in connection with any such disclosure described in this Section 17.4, OLG or OGAC, as applicable, will (i) advise such Persons of the confidential nature of such Confidential Information and (ii) use commercially reasonable efforts to cause such Persons to maintain the confidentiality of such Confidential Information.

17.5 Compelled Disclosure

Subject to Section 17.7, if a Receiving Party or any other Person to whom it has disclosed Confidential Information in accordance with this Agreement is required by Applicable Law or legal process to disclose any Confidential Information, the Receiving Party may make such disclosure but must first provide the Disclosing Party with prompt notice of such request or requirement, unless notice is prohibited by Applicable Law, in order to enable the Disclosing Party to seek an appropriate protective order or other remedy or to waive compliance with the terms of this Agreement or both. The Receiving Party will not oppose, and will provide reasonable assistance to the Disclosing Party in connection with any action by the Disclosing Party to seek such a protective order or other remedy. The Receiving Party will support a request for standing by the Disclosing Party for standing to seek such order or remedy. If, failing the obtaining of a protective order or other remedy by the Disclosing Party, such disclosure is required, the Receiving Party will use its commercially reasonable efforts to ensure that the disclosure will be made in a manner that minimizes the extent of disclosure (for example, redactions of non-relevant information). Each Party acknowledges and agrees that Applicable Law may require disclosure of Confidential Information.

17.6 Freedom of Information and Protection of Privacy

(a) Without limiting the generality of Section 17.4, the Service Provider acknowledges and agrees that FIPPA applies to, among other Persons, OLG, OGAC, the Crown and the

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Governmental Authorities having jurisdiction over OLG, and each of them is required to comply fully with FIPPA, including the requirement to protect the privacy of individuals with respect to personal information (as defined in FIPPA). The Service Provider acknowledges and agrees that there may be records (“OLG Records”) and Personal Information (“OLG Personal Information”) in the Service Provider’s custody or under its control or in the Service Provider’s custody but under OLG’s control, in each case, that OLG may be required to disclose in connection with a request under FIPPA. For clarity, and without limiting the foregoing, any information determined by any competent authority to be “personal information” within the meaning of FIPPA for which OLG is responsible at law will be deemed to be OLG Personal Information. Subject to any applicable limitations or exceptions set out in FIPPA, OLG will provide access to the OLG Records and OLG Personal Information to the Party that has made the request under FIPPA. Without limiting the generality of the foregoing, the Service Provider will and will ensure that Subcontractors will, at all times:

(i) ensure that its collection, use, disclosure, retention and/or disposal of OLG Personal Information is consistent with Part III of FIPPA, including through conducting, directly or through OLG, privacy impact assessments (a copy of which will be promptly delivered by the Service Provider to OLG) prior to commencing projects or initiatives involving OLG Personal Information and appropriate employee privacy training;

(ii) cooperate with OLG in responding to freedom of information requests relating to OLG Records pursuant to Part II of FIPPA, including, upon written request from OLG, promptly providing OLG with access to OLG Records so as to permit OLG to respond to freedom of information requests within the time periods provided in FIPPA or as may be otherwise reasonably required by OLG;

(iii) cooperate with OLG in responding to requests from individuals for access to OLG Personal Information as it relates to them, including promptly providing OLG with access to OLG Personal Information so as to permit OLG to respond to such requests within the time periods set forth in FIPPA or as may be otherwise reasonably required by OLG;

(iv) store all OLG Records and OLG Personal Information in Ontario or such other location or locations as may be approved by OLG in writing;

(v) implement and maintain, follow, enforce, and regularly review and update, all electronic, physical and organizational security procedures, measures and controls, including internal security and back-up procedures, measures and controls that would reasonably be expected to be sufficient to protect against, identify and minimize the impact of any Information Security Incident, and to ensure compliance by the Service Provider with this Agreement, the Casino Operating and Services Agreement and the OLG Policies relating thereto; the

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Service Provider will ensure that any Subcontractors are contractually bound to observe and comply with all such security procedures, measures and controls in respect of the Historical Gaming Data, OLG Records, OLG Personal Information, Forward-Looking Historical Non-Gaming Information and Historical Non-Gaming Information; OLG may, acting in a commercially reasonable manner, prescribe in writing and from time to time modify or supplement by written notice to the Service Provider a set of minimum standards for such security procedures, measures and controls and the Service Provider will at all times, from and after the effective date of such prescription (or modification or supplement, as applicable) observe and comply with (and ensure that its Subcontractors comply with) such standards at the Service Provider’s cost; and

(vi) retain for such periods of time and to dispose of OLG Records as and when prescribed by OLG, provided that, whenever the Service Provider disposes of any OLG Records or OLG Personal Information, the Service Provider will in every case destroy such OLG Records or OLG Personal Information, as applicable, in a secure way such that such OLG Records or OLG Personal Information cannot be reconstructed or retrieved; and Service Provider will certify in writing to OLG that it has done so.

For greater certainty, and notwithstanding any provision of this Agreement to the contrary, the Service Provider will observe and comply with all of the obligations, covenants and agreements of the Service Provider in this Section 17.6(a) at all times following any termination or expiry of this Agreement.

(b) OLG recognizes that in certain limited circumstances, it will be necessary for the Service Provider, in the course of fulfilling its obligations to OLG, to provide its agents, partners or independent contractors with access to OLG Records or OLG Personal Information. In such circumstances, the Service Provider will ensure that any such third parties fully comply with the same obligations that the Service Provider has to OLG with respect to these records and personal information.

(c) Nothing in this Section 17.6 diminishes the Service Provider’s, OLG’s or OGAC’s rights or obligations with respect to Privacy Laws.

17.7 Voluntary Disclosure of Transaction

Except as otherwise provided in this Section 17.7, but notwithstanding any other provision of this Agreement to the contrary, the Service Provider acknowledges and agrees that OLG is entitled to disclose or publish (including on websites) this Agreement and any or all terms hereof, in each case, as OLG, in its sole discretion, may consider appropriate. In exercising its discretion, OLG will be guided by the principles set out in this Section 17.7. OLG will not disclose portions of this Agreement or any terms hereof that would be exempt from disclosure under FIPPA, including under section 17(1) thereof; provided, however, that, notwithstanding the foregoing, but subject to Section 17.8, where, in

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the opinion of OLG, acting reasonably, a compelling public interest in the disclosure of the information clearly outweighs the public interest in limiting the disclosure of the information supplied by the Service Provider, OLG may disclose such information. Without limiting the foregoing, OLG is entitled to disclose and publish (including on websites) the names of the Service Provider and each Topco.

17.8 Voluntary Disclosure Redaction

Prior to disclosing or publishing this Agreement or any terms hereof, OLG will provide to the Service Provider a redacted version of this Agreement or other documents or information to be disclosed or published, or any terms hereof or thereof, on the basis that the information so redacted constitutes information that would be exempt from disclosure, including under section 17(1) of FIPPA.

17.9 Disclosure to Government

(a) The Service Provider acknowledges and agrees that the Seller will be free to disclose any information, including Confidential Information, to any Governmental Authority to the extent that such Governmental Authority has or performs legislative, judicial, regulatory, administrative or other functions within its jurisdiction.

(b) For greater certainty, the Parties acknowledge and agree that, subject only to the removal of any information that the Parties are (or would be) entitled to refuse to disclose, including pursuant to section 17(1) of FIPPA, this Agreement, any contractual submissions or other records kept in connection with the Transactions, any information related to the performance of the Service Provider or any information derived from this Agreement or the information related to the performance of the Service Provider are public documents and information and, as such, may be disclosed by each such Governmental Authority.

17.10 Return or Destruction of Confidential Information

Subject to Applicable Law, upon any expiration or termination of this Agreement prior to Closing, upon written request by the Disclosing Party, the Receiving Party will return to the Disclosing Party all applicable Confidential Information (including all documentation in any medium to the extent it contains, refers to, or relates to the Confidential Information) of the Disclosing Party then in its possession or control, in whatever form, or, in the case of a written request by the Disclosing Party, the Confidential Information specified in such request as then in the Receiving Party’s possession or control, in whatever form, in any case within 30 days. In addition, subject to Applicable Law, the Receiving Party also will deliver to the Disclosing Party or, if requested by the Disclosing Party, will delete or destroy, any copies, duplicates, summaries, abstracts or other representations of any such Confidential Information or any part thereof, in whatever form, then in the possession or control of the Receiving Party. Notwithstanding the foregoing:

(a) the Service Provider and its legal or financial advisors may retain a reasonable number of copies of OLG Confidential Information for archival purposes, as required pursuant to Applicable Law, or to the extent otherwise permitted under this Agreement; provided, however, that any subsequent disclosure of such archived data will comply with this Article 17; and

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(b) OLG and its legal or financial advisors may retain copies of the Service Provider’s Confidential Information to the extent required by Applicable Law, to the extent otherwise permitted under this Agreement and for legal archival purposes; provided, however, that any subsequent disclosure of such archived data will comply with this Article 17.

Each Party will deliver to the other Parties, on any of their request, a written certification of its compliance with this Section 17.10 signed by an authorized representative of such Party.

17.11 Other Disclosure Considerations

(a) The Parties will be free to publicly disclose Confidential Information contained in any materials that have previously been approved for public disclosure by the Parties, without further approvals from the Parties under this Agreement, to the extent there have been no additions or changes thereto.

(b) The Service Provider, on its own behalf and on behalf of the other members of the SP Group, hereby irrevocably authorizes and consents to the disclosure by any Governmental Authority to OLG, any other Governmental Authority or both of any and all information relating to any member of the SP Group or that was provided to such Governmental Authority by or on behalf of any member of the SP Group.

17.12 Confidentiality Obligations After Closing

After Closing, the confidentiality, non-disclosure and other obligations of the Parties with respect to Confidential Information shall be governed by the applicable terms of the Casino Operating and Services Agreement.

17.13 Information Security Incidents

(a) The Service Provider will promptly notify OLG of any circumstance that it reasonably believes has resulted in, or is likely to result in, an Information Security Incident with respect to any Background Information (including the Historical Gaming Data), OLG Records, OLG Personal Information, Forward-Looking Historical Non-Gaming Information or Historical Non-Gaming Information or other Confidential Information shared with Service Provider pursuant to the terms of this Agreement.

(b) The Service Provider will keep and maintain a record of every Information Security Incident (including in accordance with any requirements prescribed by Applicable Law) and, on OLG’s request, will provide OLG with a copy of such records (which, for greater certainty, OLG may provide to any Governmental Authority) and, without limiting any other rights or remedies available to OLG under this Agreement, the Casino Operating and Services Agreement, the OLG Policies, or otherwise, permit such

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records and the information technology equipment and systems affected by the Information Security Incident to be audited and inspected by OLG and any authorized representatives (including an independent firm selected by OLG with expertise in the performance of such audits) designated by OLG (each an “Information Security Audit”).

(c) Upon receipt of notice from the Service Provider pursuant to Section 17.13(a) or OLG otherwise becoming aware of any Information Security Incident, OLG may investigate or cause to be investigated the Information Security Incident and OLG may, in OLG’s sole discretion, provide a description to the Service Provider of the nature, scope and root cause of the Information Security Incident. The Service Provider shall cooperate with OLG in providing, (a) information regarding any Information Security Incident to any investigator and to any Governmental Authority and (b) any notices regarding the Information Security Incident that OLG deems appropriate, in its sole discretion.

(d) In the event that OLG’s investigation determines conclusively that the root cause of any Information Security Incident was an act or omission by the Service Provider, any member of the SP Group or any Service Provider Personnel or that the Information Security Incident originated entirely within a network or system controlled by the Service Provider, any member of the SP Group or any Service Provider Personnel (each a “SP Information Security Incident”), the following terms will apply:

(i) [REDACTED]

(ii) [REDACTED]

(iii) [REDACTED]

(iv) [REDACTED]

(A) [REDACTED]

(B) [REDACTED]

(C) [REDACTED]

(e) Notwithstanding anything to the contrary in this Agreement, the Service Provider will be solely responsible for all costs and expenses to comply with its obligations under Section 17.6(a)(v) and this Section 17.13, regardless of the cause of any Information Security Incident.

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ARTICLE 18

GENERAL

18.1 Dispute Resolution Procedure

(a) Any dispute arising under this Agreement with respect to the Transition Plan and the implementation thereof (collectively and individually, a “Transition Dispute”) will be resolved in the first instance by the OLG Transition Representative and the Service Provider Transition Representative, acting together, and failing agreement within 5 Business Days, by the OLG Transition Representative, acting alone, without prejudice to the rights of the Service Provider to dispute such initial determination by the OLG Transition Representative under the provisions of Schedule 16 or in a court of competent jurisdiction. All other disputes, including any dispute with respect to the disposition by the OLG Transition Representative of a Transition Dispute (collectively and individually, a “Dispute”), will be resolved in accordance with, and the Parties will comply with, the provisions of Schedule 16.

(b) The Parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement:

(i) any Transition Dispute or Dispute relating to any issue pertaining to the interpretation of, or the requirements and prohibitions of, the Criminal Code or any of the Gaming Control Legislation will not be subject to the Dispute Resolution Procedure; any such Transition Dispute or Dispute may be pursued by either party in a court of competent jurisdiction in Ontario; and

(ii) in the event that the Parties cannot agree as to whether Section 18.1(b)(i) applies, only a court of competent jurisdiction in Ontario may determine whether the Transition Dispute or Dispute is subject to the Dispute Resolution Procedure or must be heard by a court of competent jurisdiction in Ontario.

18.2 Notices

(a) Any notice, consent, approval, objection or waiver required or permitted to be given or provided under this Agreement will be in writing and will be delivered in person, transmitted by e-mail or sent by registered mail or nationally recognized courier, in each case, charges prepaid, addressed as follows:

If to the Service Provider: MGE Niagara Entertainment Inc. 1 Mohegan Sun Boulevard Uncasville, Connecticut 06382   Attention:        [REDACTED] E-mail:            [REDACTED]

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with a copy to (but which copy will not constitute notice):	Borden Ladner Gervais LLP Bay Adelaide Centre, East Tower 22 Adelaide Street West Toronto, Ontario M5H 4E3 Attention:        [REDACTED] E-mail:            [REDACTED]
If to OLG or OGAC:	Ontario Lottery and Gaming Corporation 4120 Yonge Street Suite 420 Toronto, Ontario, Canada M2P 2B8 Attention:        [REDACTED] E-mail:            [REDACTED] and Attention:        [REDACTED] E-mail:            [REDACTED]
With a copy to (but which copy will not constitute notice):	Ontario Lottery and Gaming Corporation 4120 Yonge Street Suite 420 Toronto, Ontario, Canada M2P 2B8 Attention:        [REDACTED] E-mail:            [REDACTED]

(b) Any such notice, consent, approval, objection or waiver will be deemed to have been given and received (i) if delivered in person, on the day on which it was delivered (or, if such day is not a Business Day or if delivery is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day), or (ii) if sent by registered mail or courier, on the third Business Day following the date of sending; provided, however, that if at the time of sending or within 3 Business Days thereafter there is or occurs a labour dispute or other event that would reasonably be expected to disrupt the delivery of documents by mail or by such courier service, any such notice, consent, approval, objection or waiver will be delivered by means of personal delivery, e-mail or by an alternative courier service, or (iii) if transmitted by

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e-mail, upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement). A Party may change or supplement its foregoing notice particulars from time to time by giving notice to the other Parties in accordance with this Section 18.2.

(c) Except as provided in Sections 18.2(a) and 18.2(b), any other communication or delivery (including reports and other routine communications) required or permitted to be given or provided hereunder will be in writing and will be delivered by such means and addressed to such Person or Persons as may be agreed from time to time by the Parties in writing or by unanimous agreement of the Transition Working Committee (in each case, including agreement as to when such means of delivery will be deemed to be delivered); provided, however, that if the Parties or the Transition Working Committee have not at the applicable time so agreed in writing in respect of any particular type of such other communication or delivery, OLG may, acting reasonably, prescribe in writing to the Service Provider the required means of delivery (and when such means of delivery will be deemed to be delivered) of any particular type of such other communication or delivery (which means may include delivery by personal delivery, e-mail, courier, registered mail, the use of data sites or secure file transfer protocols, or other means of electronic communication or collaboration software), or, failing which prescription by OLG, the provisions of Sections 18.2(a) and 18.2(b) will apply in respect thereof.

18.3 Specific Performance; Injunctive Relief

Except as otherwise expressly stated herein, all rights, obligations, covenants and agreements of each Party hereunder will be enforceable by the other Parties pursuant to the Dispute Resolution Procedure or, subject to Applicable Law and, if necessary to prevent irreparable harm, in an action before a court of equity by a decree of specific performance and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and any and all other remedies provided for in this Agreement will, however, be cumulative and not exclusive and will be in addition to any other remedies that any Party may have under this Agreement, and each Party will be entitled to pursue any and all of such remedies concurrently, consecutively and alternatively. For greater certainty, subject to Applicable Law, nothing in Article 14 will limit the ability of a Party to seek specific performance or injunctive relief in circumstances necessary to prevent irreparable harm. In any proceeding for specific performance or injunctive relief, each Party will accept service of process in the manner set forth for the giving of notices pursuant to Section 18.2.

18.4 Invalidity

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

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18.5 Entire Agreement

As of the Execution Date, this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior communications, understandings and agreements, oral or written, between the Parties with respect thereto. As of the Execution Date, there are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.

18.6 Governing Law; Attornment

(a) This Agreement will be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. For the purpose of all legal proceedings this Agreement will be deemed to have been performed in the Province of Ontario and, subject to the Dispute Resolution Procedure contemplated herein, the courts of the Province of Ontario will have exclusive jurisdiction to entertain any action arising under this Agreement.

(b) Subject to the Dispute Resolution Procedure contemplated herein, each of the Parties hereby attorns to the exclusive jurisdiction of the courts of the Province of Ontario. Each of the Parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any provincial or federal court of competent jurisdiction in the Province of Ontario. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by law, the defence of an inconvenient forum to the maintenance of such action or proceeding in any such court.

18.7 Amendments and Waivers

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by the Parties. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived. The Service Provider acknowledges that, notwithstanding anything to the contrary contained in this Agreement, OLG will not give or approve any amendment or waiver that would result in a contravention of the Criminal Code or any of the Gaming Control Legislation.

18.8 Public Disclosure

Except as may be required to comply with the requirements of Applicable Law, no filing, press release or similar public announcement or communication will be made or caused to be made concerning the execution, performance, terms and conditions of this Agreement by the Service Provider unless specifically approved in writing in advance by OLG; provided, however, that to the extent that the

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Service Provider or any Affiliate thereof or any direct or indirect shareholder of the Service Provider is required by Applicable Law to make such a filing, press release or similar public announcement or communication, such filing, press release or similar public announcement or communication will only be made after prior consultation with and written approval by OLG, acting reasonably. OLG will respond promptly to any such request for approval made pursuant to this Section 18.8 and will take into account any applicable timelines for such public disclosure prescribed by Applicable Law and the determinations made by the Service Provider or its applicable Affiliate or shareholder as to the level of public disclosure required pursuant to Applicable Law.

18.9 Benefit of the Agreement

This Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.

18.10 No Third Party Beneficiaries

Except as provided in Section 7.1, Section 7.3, Section 9.1, Section 9.2(b), Section 9.3, Section 16.3(e), Section 18.9, Article 14 and in any Joinder Agreement entered into pursuant to the Casino Operating and Services Agreement, this Agreement is solely for the benefit of (a) the Service Provider, and its successors and permitted assigns, with respect to the obligations of OLG and OGAC under this Agreement; and (b) OLG and OGAC, and their respective successors and permitted assigns, with respect to the obligations of the Service Provider under this Agreement; and this Agreement will not be deemed to confer upon or give to any other Person any Claim or other right or remedy.

18.11 Time of the Essence

Time is of the essence of this Agreement.

18.12 Further Assurances

The Parties will execute and deliver all such further reasonable documents, do or cause to be done all such further reasonable acts and things and give all such further reasonable assurances as may be necessary or desirable to give full effect to the provisions, intent and purpose of this Agreement.

18.13 Counterparts

This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

18.14 Facsimile and Electronic Delivery

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.

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18.15 Restrictions on Transfer and Assignment

(a) Subject to Section 18.16:

(i) no transfer, assignment or other disposition of the whole of this Agreement or the whole of the rights hereunder, whether contingent, absolute or otherwise, by the Service Provider is valid or permitted at any time without the prior written consent of OLG, which consent may be withheld or conditioned in the sole discretion of OLG; and

(ii) no transfer, assignment or other disposition of any part of this Agreement or any part of the rights hereunder, whether contingent, absolute or otherwise, by the Service Provider is valid or permitted at any time without the prior written consent of OLG, which consent may be withheld or conditioned in the sole discretion of OLG.

(b) Unless subsequently ratified and approved in writing by OLG, which ratification and approval may be withheld or conditioned in the sole discretion of OLG, any purported transfer, assignment or other disposition of this Agreement or the rights hereunder in violation of, or other than in compliance with, this Section 18.15 will be void and will, at the option of OLG and in its sole discretion, render this Agreement null and void without any further obligations whatsoever on the part of the Seller.

(c) OLG and OGAC may transfer, assign or otherwise dispose of the whole or any part of this Agreement or the whole or any part of the rights hereunder, to any Person that is capable of assuming and performing, and does in fact assume, all of the obligations, covenants and agreements of OLG and OGAC hereunder that are so transferred, assigned or disposed of; provide, however, that neither OLG nor OGAC will be relieved of its duties and obligations hereunder except to the extent agreed in writing between OLG, OGAC, the Service Provider and such assignee.

18.16 Security Interests

The Service Provider may after Closing grant a security interest in the Service Provider’s interest in this Agreement together with a grant of security interest in the Service Provider’s interest in the Casino Operating and Services Agreement, the Real Property Leases (subject to the provisions thereof) as part of a financing to a lender consented to by OLG under, and otherwise meeting the requirements of, the Casino Operating and Services Agreement.

18.17 Non-Merger and Survival

(a) Except as otherwise expressly provided in this Agreement, the representations, warranties, covenants, indemnities and agreements set out in this Agreement or in the closing documents, shall not merge on and shall survive Closing and, notwithstanding Closing or any investigation made by or on behalf of any Party, shall continue in full force and effect. If this Agreement is terminated prior to Closing, the provisions of Article 1, the repair obligations in Section 2.10, Article 5, Article 9, Article 14, Article 16, Article 17 and Article 18 shall survive any termination of this Agreement.

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(b) In addition to the foregoing, any other provisions of this Agreement which are expressed to survive termination or which are required to give effect to such provisions which survive termination or to such termination or the consequences of such termination, shall survive the termination of this Agreement.

(c) For greater certainty, the Surviving RFP Obligations shall merge on and shall not survive Closing.

18.18 No Strict Construction

The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favouring or disfavouring either Party by virtue of the authorship of any provision of this Agreement.

18.19 Expenses

Except as otherwise provided in this Agreement, the professional, financial advisory and legal fees, costs and expenses of the Seller, on the one hand, and the Service Provider, on the other, incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such fee, cost or expense.

18.20 Authority of OLG to Bind OGAC

Any document or instrument executed and delivered by OLG for and on behalf of OGAC pursuant or relating to this Agreement or the Transactions shall be binding on OGAC as if executed and delivered by OGAC.

[SIGNATURE PAGES TO IMMEDIATELY FOLLOW]

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IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the Execution Date.

MGE NIAGARA ENTERTAINMENT INC., by its authorized signatories
by:	/s/ Mario C. Kontomerkos
Name:	Mario C. Kontomerkos
Title:	President
by:	/s/ Drew M. Kelley
Name:	Drew M. Kelley
Title:	Treasurer
by:	/s/ David A. Rome
Name:	David A. Rome
Title:	Secretary

ONTARIO LOTTERY AND GAMING CORPORATION, by its authorized signatories
by:	/s/ Lori Sullivan
Name:	Lori Sullivan
Title:	Executive Vice President, Chief Operating Officer
by:	/s/ Lisa Bell-Murray
Name:	Lisa Bell-Murray
Title:	Senior Vice President, Chief Financial Officer

Signature Page – Amended and Restated

Transition and Asset Purchase Agreement (Niagara)

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ONTARIO GAMING ASSETS CORPORATION, by its authorized signatories
by:	/s/ Lori Sullivan
Name:	Lori Sullivan
Title:	Chief Operating Officer
by:	/s/ Lisa Bell-Murray
Name:	Lisa Bell-Murray
Title:	Chief Financial Officer

Signature Page – Amended and Restated

Transition and Asset Purchase Agreement (Niagara)

EX-2.2

Exhibit 2.2

FIRST AMENDMENT TO

AMENDED AND RESTATED TRANSITION AND ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED TRANSITION AND ASSET PURCHASE AGREEMENT is made as of the 6^th day of June, 2019 (the “First Amending Agreement”).

BETWEEN:

MGE NIAGARA ENTERTAINMENT INC.,

a corporation continued under the laws of the

Province of Ontario

(the “Service Provider”)

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ONTARIO LOTTERY AND GAMING

CORPORATION,

a corporation established pursuant to the Enabling

Legislation

(“OLG”)

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ONTARIO GAMING ASSETS CORPORATION,

a corporation incorporated under the laws of the

Province of Ontario

(“OGAC”)

RECITALS:

A. The Service Provider, as successor to MG&E Niagara Entertainment ULC (“MG&E ULC”), a company incorporated pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”), OLG and OGAC entered into an amended and restated transition and asset purchase agreement made as of May 1, 2019 (the “TAPA”).

B. MG&E ULC converted from an unlimited liability company to a limited company under the BCBCA and concurrently changed its name to “MGE Niagara Entertainment Inc.”, following which it was continued out of the jurisdiction of the BCBCA and into the jurisdiction of the Business Corporations Act (Ontario) by a certificate and accompanying articles of continuance that became effective on April 29, 2019.

C. OLG consented to the actions described in Recital B above pursuant to an acknowledgement and consent agreement made as of April 26, 2019 among MG&E ULC, Mohegan Tribal Gaming Authority (“MTGA”), Mohegan Gaming Advisors, LLC, MG&E Niagara Entertainment Holdings ULC, OLG and OGAC, in reliance and conditional upon the truth and accuracy of certain representations and warranties contained therein and subject to compliance with certain obligations specified therein.

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D. The Service Provider and its Affiliates have undertaken a reorganization transaction pursuant to which: (i) Mohegan Tribe of Indians of Connecticut continues to be the sole owner of MTGA, (ii) MTGA is now the owner of all of the issued and outstanding shares of Mohegan Global Holding Corporation; (iii) Mohegan Global Holding Corporation is now the owner of all of the issued and outstanding shares of MGE Global Holding Limited; (iv) MGE Global Holding Limited is now the owner of all of the issued and outstanding shares of MGE Canada Holding Limited; (v) MGE Canada Holding Limited is now the owner of all of the issued and outstanding shares of MGE Canada Limited; (vi) MGE Canada Limited is now the owner of all of the issued and outstanding shares of MGE Niagara Entertainment Holdings Inc. (“Holdings”) and MGE Management Inc. (“Management”), and (vii) Holdings continues to be the owner of all of the issued and outstanding shares of the Service Provider.

E. OLG consented to the actions described in Recital D above pursuant to an acknowledgement and consent agreement made as of June 6, 2019 (the “Consent Agreement”) among the Service Provider, MTGA, Mohegan Gaming Advisors, LLC, Holdings, Management, Mohegan Global Holding Corporation, MGE Global Holding Limited, MGE Canada Holding Limited, MGE Canada Limited and OLG, in reliance and conditional upon the truth and accuracy of certain representations and warranties contained therein and subject to compliance with certain obligations specified therein.

F. Pursuant to the Consent Agreement, the Parties have agreed to amend the TAPA on the terms contained herein.

G. Capitalized and other terms used in this First Amending Agreement, including in the Recitals hereto, and not otherwise defined herein, shall have the meanings respectively ascribed to them in the TAPA.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties covenant and agree as follows:

1. Amendments to TAPA

The TAPA is amended as follows:

(a) the definition of “Casino Operating and Services Agreement” in Section 1.1 (Definitions) is deleted and replaced with:

(i) “Casino Operating and Services Agreement” means, until the Closing Date, the Casino Operating and Services Agreement in the form agreed to by the Parties as of June 6, 2019, and thereafter, means the Casino Operating and Services Agreement entered into on the Closing Date between OLG and the Service Provider.

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(b) the definition of “Fallsview Lease” in Section 1.1 (Definitions) is deleted and replaced with:

(i) “Fallsview Lease” means the form of lease agreed to by the Parties as of June 6, 2019, that is to be dated as of the Closing Date between OLG, as landlord, and the Service Provider, as tenant, pursuant to which OLG agrees to lease: (i) the Fallsview Lands to the Service Provider for the purpose of, among other things, operating a casino, a hotel and a retail shopping centre on such Fallsview Lands; and (ii) the Montrose Lands to the Service Provider.

2. Conflict

In the event of a conflict or inconsistency between the terms of the TAPA and the terms of this First Amending Agreement, the terms of this First Amending Agreement shall prevail. Except as specifically provided herein, all other terms, conditions and provisos of the TAPA as amended pursuant to this First Amending Agreement shall remain the same and unchanged and in full force and effect and time shall continue to be of the essence of the TAPA.

3. Governing Law

This First Amending Agreement will be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

4. Execution by Telecopy/Email

This First Amending Agreement may be executed in counterparts and delivered by facsimile or by email in PDF and the reproduction of any signature in counterpart with delivery by fax or email will be treated as though such reproduction was an executed original signature.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF the Parties have duly executed this First Amending Agreement as of the date first written above.

MGE NIAGARA ENTERTAINMENT INC.

By:	/s/ David A. Rome
Name:	David A. Rome
Title:	Secretary
I have the authority to bind the corporation

Signature Page to First Amendment to

Amended and Restated Transition and Asset Purchase Agreement (Niagara)

ONTARIO LOTTERY AND GAMING CORPORATION
By:	/s/ Lori Sullivan
Name:	Lori Sullivan
Title:	Executive Vice President, Chief Operating Officer
	/s/ Lisa Bell-Murray
Name:	Lisa Bell-Murray
Title:	Senior Vice President, Chief Financial Officer
I/We have the authority to bind the corporation

ONTARIO GAMING ASSETS CORPORATION
By:	/s/ Lori Sullivan
Name:	Lori Sullivan
Title:	Chief Operating Officer
	/s/ Lisa Bell-Murray
Name:	Lisa Bell-Murray
Title:	Chief Financial Officer
I/We have the authority to bind the corporation

Signature Page to First Amendment to

Amended and Restated Transition and Asset Purchase Agreement (Niagara)

EX-2.3

Exhibit 2.3

SECOND AMENDMENT TO

AMENDED AND RESTATED TRANSITION AND ASSET PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED TRANSITION AND ASSET PURCHASE AGREEMENT is made as of the 7^th day of June 2019 (the “Second Amending Agreement”).

BETWEEN:

MGE NIAGARA ENTERTAINMENT INC.,

a corporation continued under the laws of the

Province of Ontario

(the “Service Provider”)

- and -

ONTARIO LOTTERY AND GAMING

CORPORATION,

a corporation established pursuant to the Enabling

Legislation

(“OLG”)

- and -

ONTARIO GAMING ASSETS CORPORATION,

a corporation incorporated under the laws of the

Province of Ontario

(“OGAC”)

RECITALS:

The Service Provider, OLG and OGAC entered into an amended and restated transition and asset purchase agreement made as of May 1, 2019, as amended by a first amendment to the amended and restated transition and asset purchase agreement dated as of June 6, 2019 (collectively, the “TAPA”).

The Parties have agreed to amend the TAPA on the terms contained herein.

Capitalized and other terms used in this Second Amending Agreement, including in the Recitals hereto, and not otherwise defined herein, shall have the meanings respectively ascribed to them in the TAPA.

STRICTLY CONFIDENTIAL

Gaming Bundle 8 (Niagara)

Second Amendment to Amended and Restated TAPA

-  2  -

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties covenant and agree as follows:

1. Amendments to TAPA

The TAPA is amended as follows:

(a) the definition of “Casino Operating and Services Agreement” in Section 1.1 (Definitions) is deleted and replaced with:

(i) “Casino Operating and Services Agreement” means, until the Closing Date, the Casino Operating and Services Agreement in the form agreed to by the Parties as of June 7, 2019, and thereafter, means the Casino Operating and Services Agreement entered into on the Closing Date between OLG and the Service Provider.

(b) Schedule 8 (Employment Matters) is deleted in its entirety and replaced with Exhibit A attached hereto.

(c) Schedule 9 (Pension and Benefit Matters) is deleted in its entirety and replaced with Exhibit B attached hereto.

(d) Schedule 10 (Equipment) is deleted in its entirety and replaced with Exhibit C attached hereto.

(e) Schedule 11 (Completion Documents) is deleted in its entirety and replaced with Exhibit D attached hereto.

(f) Schedule 13 (Claims; Violations) is deleted in its entirety and replaced with Exhibit E attached hereto.

(g) Schedule 15 (Inventories) is deleted in its entirety and replaced with Exhibit F attached hereto.

(h) Schedule 22 (Fallsview Retail Subleases) is deleted in its entirety and replaced with Exhibit G attached hereto.

(i) Schedule 23 (OLG Owned Software) is deleted in its entirety and replaced with Exhibit H attached hereto.

2. Conflict

In the event of a conflict or inconsistency between the terms of the TAPA and the terms of this Second Amending Agreement, the terms of this Second Amending Agreement shall prevail. Except as specifically provided herein, all other terms, conditions and provisos of the TAPA as amended pursuant to this Second Amending Agreement shall remain the same and unchanged and in full force and effect and time shall continue to be of the essence of the TAPA.

STRICTLY CONFIDENTIAL

Gaming Bundle 8 (Niagara)

Second Amendment to Amended and Restated TAPA

-  3  -

3. Governing Law

This Second Amending Agreement will be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

4. Execution by Telecopy/Email

This Second Amending Agreement may be executed in counterparts and delivered by facsimile or by email in PDF and the reproduction of any signature in counterpart with delivery by fax or email will be treated as though such reproduction was an executed original signature.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF the Parties have duly executed this Second Amending Agreement as of the date first written above.

MGE NIAGARA ENTERTAINMENT INC.
By:	/s/ David A. Rome
Name:	David A. Rome
Title:	Secretary
I have the authority to bind the corporation

Signature Page to Second Amendment to

Amended and Restated Transition and Asset Purchase Agreement (Niagara)

STRICTLY CONFIDENTIAL

Gaming Bundle 8 (Niagara)

Second Amendment to Amended and Restated TAPA

ONTARIO LOTTERY AND GAMING CORPORATION
By:	/s/ Lori Sullivan
Name:	Lori Sullivan
Title:	Executive Vice President, Chief Operating Officer /s/ Lisa Bell-Murray
Name:	Lisa Bell-Murray
Title:	Senior Vice President, Chief Financial Officer
I/We have the authority to bind the corporation

ONTARIO GAMING ASSETS CORPORATION
By:	/s/ Lori Sullivan
Name:	Lori Sullivan
Title:	Chief Operating Officer
	/s/ Lisa Bell-Murray
Name:	Lisa Bell-Murray
Title:	Chief Financial Officer
I/We have the authority to bind the corporation

Signature Page to Second Amendment to

Amended and Restated Transition and Asset Purchase Agreement (Niagara)

EX-10.1

Exhibit 10.1

$290,000,000

CREDIT AGREEMENT

Dated as of June 10, 2019

MGE NIAGARA ENTERTAINMENT INC.

as Borrower

– and –

COMPLEX SERVICES INC.

as a Guarantor

- and -

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as Lenders

– and –

BANK OF MONTREAL

as Administrative Agent

– and –

BANK OF MONTREAL, FIFTH THIRD BANK AND

KEYBANK NATIONAL ASSOCIATION

as Joint Lead Arrangers and Joint Bookrunners

– and –

FIFTH THIRD BANK AND KEYBANK NATIONAL ASSOCIATION

as Co-Syndication Agents

TABLE OF CONTENTS

		Page
ARTICLE 1 INTERPRETATION			2
1.1	Definitions		2
1.2	Gender and Number		39
1.3	Certificate of the Administrative Agent as to Rates, etc.		40
1.4	Interest Provisions		40
1.5	Headings, etc.		40
1.6	References		41
1.7	Currency		41
1.8	Permitted Liens		41
1.9	Accounting Principles		41
1.10	Determination of Amount of Loans		41
1.11	Computation of Time Periods		42
1.12	Actions on Days Other Than Business Days		42
1.13	Incorporation of Schedules		42
ARTICLE 2 THE CREDIT FACILITIES			43
2.1	Establishment of the Revolving Facility		43
2.2	Term Facility		44
2.3	Nature of Credit Facilities		45
2.4	Use of Proceeds		45
2.5	Voluntary Repayments and Commitment Reductions		45
2.6	Mandatory Repayments		46
2.7	Mandatory Prepayments and Commitment Reductions		47
2.8	Swingline Loans		49
2.9	Cash Collateral for Bankers’ Acceptances		50
ARTICLE 3 OTHER PROVISIONS RELATING TO THE CREDIT FACILITIES			51
3.1	Advances		51
3.2	Selection of BA Periods and Interest Periods		52
3.3	Rollover and Conversion		52
3.4	Payments Generally		53
3.5	Funding of Advances		53
3.6	Remittance of Payments		55
3.7	Payments - No Deduction		55
3.8	Evidence of Debt		56
3.9	Individual Obligations		56
3.10	Termination of LIBOR Loans		56
3.11	LIBOR Replacement		57
ARTICLE 4 BANKERS’ ACCEPTANCES			58
4.1	Procedure Relating to Bankers’ Acceptances		58

- i -

TABLE OF CONTENTS

(continued)

		Page
ARTICLE 5 LETTERS OF CREDIT			61
5.1	Letters of Credit		61
5.2	Payments under Letters of Credit		62
5.3	Reimbursement Obligations of the Borrower		62
5.4	Cash Collateral for Letters of Credit		63
5.5	Risks of Letters of Credit		64
ARTICLE 6 INTEREST AND FEES			65
6.1	Interest Rates		65
6.2	Calculation and Payment of Interest		65
6.3	Determination of Discount Rate and Fees on Bankers’ Acceptances		65
6.4	Letter of Credit Fees		66
6.5	Undrawn Fee		66
6.6	Agency Fee		66
6.7	Other Fees		66
6.8	Default Interest		67
6.9	Interest on Overdue Amounts		67
ARTICLE 7 SECURITY AND INSURANCE			67
7.1	Security		67
7.2	After Acquired Property and Further Assurances		68
7.3	Security Effective Notwithstanding Date of Advance		69
7.4	No Merger		69
7.5	Cash Management Obligation and Hedging Obligations		70
7.6	Insurance Proceeds		70
7.7	Survivorship		71
ARTICLE 8 REPRESENTATIONS AND WARRANTIES			71
8.1	Representations and Warranties		71
8.2	Survival and Repetition of Representations and Warranties		80
ARTICLE 9 COVENANTS			80
9.1	Reporting		80
9.2	Affirmative Covenants		83
9.3	Negative Covenants		87
9.4	Financial Covenants		91
ARTICLE 10 CONDITIONS PRECEDENT			92
10.1	Conditions Precedent to Initial Advance		92
10.2	Conditions Precedent to Additional Advances		96

- ii -

TABLE OF CONTENTS

(continued)

		Page
ARTICLE 11 EVENTS OF DEFAULT AND REMEDIES			96
11.1	Events of Default		96
11.2	Remedies Upon Default		99
11.3	Distributions		100
11.4	Set-Off		100
11.5	Proceeds of Realization		100
ARTICLE 12 YIELD PROTECTION			101
12.1	Change in Circumstances		101
12.2	Taxes		103
12.3	Illegality		104
12.4	Payment of Costs and Expenses		105
12.5	Indemnity		105
12.6	Environmental Matters		106
12.7	Benefit of Indemnities		106
ARTICLE 13 THE ADMINISTRATIVE AGENT AND THE ADMINISTRATION OF THE FACILITY			106
13.1	Appointment, Authorization and Relationship		106
13.2	Duties and Obligations of Administrative Agent		107
13.3	Prompt Notice to the Lenders		108
13.4	BMO’s Authority to Deal with Borrower		108
13.5	Dealings by Borrower with Administrative Agent		109
13.6	Independent Credit Decisions		109
13.7	Indemnification		109
13.8	Successor Administrative Agent		110
13.9	Action by and Consent of Lenders; Waiver and Amendments		110
13.10	Redistribution of Payments		112
13.11	Notification of Default		112
13.12	Taking and Enforcement of Remedies		112
13.13	Adjustments to Reflect Rateable Portions		113
13.14	No Partnership		114
13.15	Joint Lead Arrangers and Other Titles		114
13.16	Defaulting Lenders		114
ARTICLE 14 SUCCESSORS AND ASSIGNS			115
14.1	Successors and Assigns		115
14.2	No Assignment by Borrower		115
14.3	Assignment by Lenders		115
14.4	Participations		116
14.5	Further Assurances		117
14.6	Departing Lenders		117

- iii -

TABLE OF CONTENTS

(continued)

		Page
ARTICLE 15 GENERAL			119
15.1	Reliance		119
15.2	Confidential Information		119
15.3	Employment of Experts		121
15.4	Reliance by the Lenders		121
15.5	Notices		121
15.6	Time		123
15.7	Further Assurances		123
15.8	Judgment Currency		123
15.9	Severability		123
15.10	Governing Law		124
15.11	Submission to Jurisdiction		124
15.12	Anti-Money Laundering Laws		124
15.13	Counterparts		124
15.14	Entire Agreement		124
15.15	This Agreement to Govern		125
15.16	Delivery by Facsimile Transmission		125

- iv -

TABLE OF SCHEDULES

Schedule A	–	Commitments
Schedule B	–	Applicable Margins/Undrawn Fees
Schedule C	–	Borrowing/Rollover/Conversion Notice
Schedule D	–	Repayment Notice
Schedule E	–	Compliance Certificate
Schedule F	–	Form of Assignment and Assumption
Schedule G	–	Form of Subordination Agreement
Schedule 2.6.3	–	Repayment Schedule for the Term Facility
Schedule 8.1.9	–	Litigation
Schedule 8.1.11	–	Corporate Structure
Schedule 8.1.12	–	Jurisdictions, Locations of Collateral
Schedule 8.1.13	–	Permitted Liens
Schedule 8.1.15	–	Environmental Matters
Schedule 8.1.22	–	Material Authorizations
Schedule 8.1.23	–	Material Agreements
Schedule 8.1.24	–	Real Property
Schedule 8.1.25	–	Benefit Plans
Schedule 8.1.26	–	Labour and Employment Matters
Schedule 8.1.31	–	Excluded Accounts
Schedule 9.2.15	–	Part I - Form of Debenture
Schedule 9.2.15	–	Part II - Form of Landlord Direct Agreement
Schedule 9.3.9	–	Non-Arm’s Length Transactions

- v -

CREDIT AGREEMENT

THIS AGREEMENT is made as of June 10, 2019

B E T W E E N:

MGE NIAGARA ENTERTAINMENT INC.,

as Borrower

– and –

COMPLEX SERVICES INC.,

as a Guarantor

– and –

THE FINANCIAL INSTITUTIONS NAMED HEREIN,

as Lenders

– and –

BANK OF MONTREAL,

as Administrative Agent

RECITALS:

A. The Sponsor established the Borrower to acquire and operate the Casino Facilities in Ontario known collectively as “Gaming Bundle 8 (Niagara)”.

B. Pursuant to the TAPA, the Borrower will purchase the assets of the Business from OLG and Ontario Gaming Assets Corporation on the Closing Date.

C. The operation of the Business from and after the Closing Date will be governed by the terms of the COSA between the Borrower and OLG.

D. The Borrower has requested, and the Lenders have agreed to provide to the Borrower, credit facilities in the aggregate principal amount of $290,000,000, comprised of (i) a revolving credit facility in the amount of $190,000,000 and (ii) a non-revolving term loan in the amount of $100,000,000, in each case, subject to the terms and conditions set out herein, to finance in part the purchase price for the Purchase Transaction, the payment of transaction expenses and the ongoing operation of the Business.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

As used in this Agreement, including the recitals hereto, the following capitalized terms have the following meanings:

“Acceptance Fee” has the meaning ascribed thereto in Section 6.3.

“Accounting Principles” has the meaning ascribed thereto in the definition of “GAAP”.

“Acquisition” means:

(a) a purchase of shares or other Equity Interests of a Person (other than an Obligor) that results in an Obligor Controlling such Person immediately following the completion of such purchase; or

(b) a purchase of assets of a Person (other than an Obligor) that results in all or substantially all of the assets of such Person (or all or substantially all of the assets related to a division or unit of such Person) being acquired by an Obligor.

“Administrative Agent” means BMO in its capacity as administrative agent hereunder, or any successor administrative agent appointed pursuant to Section 13.8.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Advance” means any utilization (other than by way of Rollover or Conversion of a Loan already outstanding) by the Borrower of a Credit Facility by way of (a) advance of a Prime Rate Loan, USBR Loan, LIBOR Loan or BA Equivalent Loan, (b) issuance of Bankers’ Acceptances or a Letter of Credit, or (c) a Swingline Loan.

“Affiliate” means, in respect of any Person, any other Person which, directly or indirectly, Controls or is Controlled by or is under common Control with such Person.

“AGCO” means the Alcohol and Gaming Commission of Ontario.

“Agency Fee Letter” means the fee letter dated June 10, 2019 between the Borrower and the Administrative Agent.

“Aggregate Commitment” means $290,000,000, as such amount may be reduced from time to time pursuant to Sections 2.5.2, 2.7, 12.3 or 14.6.

“Aggregate Revolving Facility Commitment” means the aggregate of the Revolving Facility Commitments of the Revolving Lenders.

- 2 -

“Aggregate Term Facility Commitment” means the aggregate of the Term Facility Commitments of the Term Lenders.

“Agreement” means this credit agreement and all schedules attached to this credit agreement, in each case as they may be amended or supplemented from time to time; the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement as a whole and not to any particular Article, Section, Schedule or other portion hereof, and the expression “Article” and “Section” followed by a number or by a number and letter, and “Schedule” followed by a number or by a letter, mean and refer to the specified Article or Section of or Schedule to this Agreement, except as otherwise specifically provided herein.

“AML Laws” means any applicable laws relating to money laundering or terrorism, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), Executive Order No. 13224, the USA Patriot Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

“Annual Business Plan” means, for any Operating Year, in form reasonably satisfactory to the Administrative Agent, (a) forecasts prepared by management of the Borrower, consisting of balance sheets, income statements and statements of cash flows, (b) a Capital Expenditure budget, and (c) pro forma calculations with respect to the financial covenants then in effect pursuant to Section 9.4, in the case of each of the foregoing clauses (a), (b) and (c), prepared on a consolidated basis in accordance with GAAP (to the extent applicable) in respect of each Fiscal Quarter in such Operating Year, and supported by appropriate assumptions, explanations, notes and information, including a management discussion and analysis, all as approved by the board of directors of the Borrower.

“Applicable Law” means, in respect of any Person, property, transaction or event, all applicable laws, statutes, rules, codes, treaties, conventions, by-laws and regulations, including the common law, and all applicable official directives, orders, judgments and decrees, in each case of general application, of Governmental Authorities (and, in the case of Section 12.1, whether or not having the force of law where customarily complied with by responsible financial institutions).

“Applicable Margin” means from the Initial Advance Date until the Grid Pricing Date, 1.25% per annum for Prime Rate Loans and USBR Loans, and 2.75% per annum for Bankers’ Acceptances, Letters of Credit and LIBOR Loans, and from and after the Grid Pricing Date, in respect of (a) Prime Rate Loans and USBR Loans, the Applicable Margin shall be the rate per annum referred to under the column “Prime Rate Loans / USBR Loans” in Schedule B, and (b) Bankers’ Acceptances, Letters of Credit and LIBOR Loans, the Applicable Margin shall be the rate per annum referred to under the column “Bankers’ Acceptances / Letters of Credit / LIBOR Loans” in Schedule B, in each case, corresponding to the Total Leverage Ratio (as calculated in the most recent Compliance Certificate delivered pursuant to Section 9.1.1.3) at such time. From and after the Grid Pricing Date, each Applicable Margin shall be adjusted as of

- 3 -

a Pricing Date. Such adjusted Applicable Margin shall apply in respect of (a) Prime Rate Loans and USBR Loans, from and after such Pricing Date, (b) Bankers’ Acceptances and LIBOR Loans, to Bankers’ Acceptances issued and LIBOR Loans advanced from and after such Pricing Date (and for greater certainty shall not affect the Applicable Margin in respect of any outstanding Bankers’ Acceptances issued or LIBOR Loans advanced prior to such Pricing Date except upon Rollover or Conversion thereof on or after such Pricing Date in accordance with Section 3.3), and (c) Letters of Credit, to L/C Fees calculated from and after such Pricing Date, in each case, until the next Pricing Date. If the Borrower fails to deliver a Compliance Certificate when required pursuant to Section 9.1.1.3, each Applicable Margin shall be at Level 4 as set out in Schedule B until the fifth Business Day following the receipt of such Compliance Certificate.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangement Letter” means the arrangement letter dated May 13, 2019 between the Borrower, the Sponsor and BMO.

“Assignee” has the meaning ascribed thereto in Section 14.3.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Assignee and accepted by the Administrative Agent, in substantially the form of Schedule F or any other form approved by the Administrative Agent.

“BA Equivalent Loan” has the meaning ascribed thereto in Section 4.1.12.

“BA Period” means, with respect to a Bankers’ Acceptance, the duration thereof as selected by the Borrower in accordance with the provisions hereof in the applicable Borrowing/Rollover/Conversion Notice, and being a duration of one, two, or three months (or such longer period, subject to availability, to which all of the Lenders may agree), commencing on the Borrowing Date, Rollover Date or Conversion Date (as the case may be) on which the Bankers’ Acceptance is to be accepted.

“Bankers’ Acceptance” means a bill of exchange drawn by the Borrower and accepted by a Lender in accordance with the provisions of Article 4.

“Bankers’ Acceptance Loan” means, at any time, any Loan which at such time is outstanding by way of one or more Bankers’ Acceptances and, for greater certainty, refers to the aggregate face amount of such Bankers’ Acceptances, and “Bankers’ Acceptance Loans” means, at any time, all such Loans at such time, and includes all BA Equivalent Loans.

“Benefit Plan” means any plan, fund, program or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, bonus, profit sharing, deferred compensation,

- 4 -

incentive compensation, employment insurance benefits, employee loans, vacation pay, severance or termination pay, under which any Obligor thereof has any liability with respect to any of its employees or former employees, officers, directors or independent contractors, and includes any Pension Plan but excludes the Canada Pension Plan or any other plan, fund, program or policy established pursuant to provincial or federal law.

“BMO” means Bank of Montreal and its successors.

“Borrower” means MGE Niagara Entertainment Inc., a corporation formed under the laws of the Province of Ontario, and its permitted successors and assigns.

“Borrowing Date” means any Business Day on which an Advance is made, or to be made, in accordance with a Borrowing/Rollover/Conversion Notice.

“Borrowing/Rollover/Conversion Notice” means a notice substantially in the form of Schedule C.

“Branch of Account” means the branch of the Administrative Agent at which the Borrower’s accounts with the Administrative Agent are maintained.

“Breakage Costs” means all costs, losses and expenses incurred by any Lender by reason of the breakage of LIBOR contracts, all as set out in a certificate delivered to the Borrower by any Lender entitled to receive such reimbursement.

“Business” means (i) the business of owning, leasing, developing, operating, managing, investing in and financing the Casino Facilities (including related entertainment facilities including the NFEC Facility), all in accordance with the COSA, (ii) online gaming (including free-to-play and other applications not involving real money or currencies (including crypto currencies) (e.g., social gaming) and software which the Borrower may utilize as marketing and customer retention tools)) to the extent such online gaming is permitted by Applicable Law and regulated by AGCO and (iii) any related and ancillary business related thereto.

“Business Day” means a day, excluding Saturday, Sunday or any other day on which banks are required or authorized to close in Toronto, Ontario.

“Canadian dollars” and “$” each mean lawful money of Canada.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as a liability by such Person during that period) for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to property, plant, or equipment (including replacements, capitalized repairs, and improvements) and which are required to be capitalized on the balance sheet of such Person in accordance with GAAP.

“Capital Lease” means, at any time any determination thereof is to be made, a lease or similar arrangement that, in accordance with GAAP as in effect on December 31, 2018 is required to be capitalized and classified and accounted for as a capital lease liability on the balance sheet of such Person.

- 5 -

“Cash Equivalents” means:

(a) securities issued or directly and fully guaranteed or insured by Canada or the United States of America or any agency or public instrumentality thereof (provided that the full faith and credit of Canada or the United States of America, as applicable, is pledged in support thereof);

(b) marketable general obligations issued by any province or territory of Canada or any state of the United States of America or any political subdivision thereto or any public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of “A” or better from Standard & Poors, “A2” or better from Moody’s or “A” or better from DBRS (or, in each case, the equivalent thereof);

(c) certificates of deposit, demand deposits, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances issued by any Canadian chartered bank or United States commercial bank (x) the long-term debt of which is rated at the time of acquisition thereof at least “A” by Standard & Poors, “A2” by Moody’s or “A” by DBRS (or, in each case, the equivalent thereof), or (y) the short term commercial paper of which is rated at the time of acquisition thereof at least “A-1” by Standard & Poors or “P-1” by Moody’s or R-1 (middle) by DBRS (or, in each case, the equivalent thereof);

(d) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clauses (a), (b) and (c) above, entered into with any bank meeting the qualifications specified in clause (c) above;

(e) commercial paper rated at the time of acquisition thereof at least “A-1” by Standard & Poors or “P-1” by Moody’s or R-1 (middle) by DBRS (or, in each case, the equivalent thereof), or carrying an equivalent rating by a nationally recognized statistical rating organization, if any of such rating agencies cease publishing ratings of investments;

(f) interests in any investment company or money market fund that invests 95% or more of its assets in instruments of the type specified in clauses (a) through (e) above; and

(g) money market funds that are rated at the time of acquisition thereof “AAA” by Standard & Poors or “AAA” by Moody’s or “AAA” by DBRS (or, in each case, the equivalent thereof), and have portfolio assets of at least C$1,000,000,000.

- 6 -

“Cash Management Obligations” means all indebtedness, liabilities and obligations of any Obligor owing to a Lender under or in respect of any agreement providing for cash management services to such Obligor, including treasury, depository, overdraft, credit or debit card, electronic funds transfers and other cash management services.

“Casino Facilities” means, collectively, (i) the Fallsview Facility, and (ii) the CN Facility, together with (iii) any other Gaming Facility that may from time to time be established by the Borrower in accordance with the COSA, and “Casino Facility” means one of them as the context requires.

“Casino Locations” means, collectively, all premises from time to time leased to the Borrower pursuant to the Leases and for certainty, includes the interest of the Borrower in the buildings and fixtures thereon, and “Casino Location” means any one of them.

“Casino Patron Loans” means loans made by the Borrower to customers of the Business in the ordinary course of the Business.

“CDOR Rate” means, on any date with respect to a bankers’ acceptance for a particular period, the average per annum percentage rate applicable to Canadian dollar bankers’ acceptances for such period appearing on the “Reuters Screen CDOR Page” (as defined in the International Swaps and Derivatives Association, Inc., definitions, as modified and amended from time to time) at approximately 10:00 a.m. (Toronto time) on such date, or if such date is not a Business Day, then on the immediately preceding Business Day, as determined by the Administrative Agent; provided that, if such rate is not available on such date, then the rate for such date will be the annual rate for a term equal to such period applicable to Canadian dollar bankers acceptances quoted by the Administrative Agent as of 10:00 a.m. (Toronto time) on such day or, if such date is not a Business Day, then on the immediately preceding Business Day; provided further that the CDOR Rate shall at no time be less than 0%.

“Change of Control” means:

(a) the Sponsor ceasing to directly or indirectly own the Equity Interests in the Borrower representing at least 60% of the issued and outstanding participating Equity Interests of the Borrower and Equity Interests having the right to vote for the election of directors of the Borrower (determined on a fully-diluted basis giving effect to any conversion right under the Convertible Debentures);

(b) the Investor and its Affiliates, together with the Sponsor, collectively, ceasing to directly or indirectly own the Equity Interests in the Borrower representing at least 90% of the issued and outstanding participating Equity Interests of the Borrower and Equity Interests having the right to vote for the election of directors of the Borrower (determined on a fully diluted basis giving effect to any conversion right under the Convertible Debentures); or

(c) the Borrower ceasing to own, directly or indirectly, 100% of the Equity Interests in each Guarantor.

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“Closing Date” means the date of completion of the Purchase Transaction in accordance with the COSA.

“CN Facility” means the “Casino Niagara” casino facility located on the lands and premises leased or licensed to the Borrower pursuant to the CN Lease, as such facility may be improved or expanded from time to time.

“CN Lease” means, collectively, the lease, adjacent properties licence and parking licence, each dated the Closing Date among Maple Leaf Entertainment Inc., Canadian Niagara Hotels Inc., 10322514 Ontario Limited, Greenberg International Inc. and the Borrower as such lease and adjacent properties licence and parking licence may otherwise be amended, extended, supplemented, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“CNHI Consultant” means Canadian Niagara Hotels Inc., in its capacity as the consultant under the CNHI Consulting Agreement.

“CNHI Consulting Agreement” means the consulting agreement to be dated on or about June 11, 2019 between the Borrower and the CNHI Consultant as it may be amended, restated or replaced from time to time in accordance with this Agreement.

“Collateral” means the Property of a Loan Party in respect of which the Administrative Agent on its own behalf and on behalf of the Lenders has a Lien pursuant to a Security Document.

“Commitment” means, with respect to each Lender at any time, the aggregate of such Lender’s Revolving Facility Commitment and Term Facility Commitment.

“Compliance Certificate” means a certificate signed by a senior officer of the Borrower substantially in the form of Schedule E.

“Consolidated Depreciation and Amortization Expense” means, for any period, depreciation and amortization expense of the Borrower for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” means, for any period, Consolidated Net Income of the Borrower on a consolidated basis for such period (a) increased by (in all cases except clause (v) below, to the extent deducted in calculating Consolidated Net Income) the sum, without duplication, of:

(i) Consolidated Interest Expense for such period;

(ii) Consolidated Income Tax Expense for such period;

(iii) Consolidated Depreciation and Amortization Expense for such period;

(iv) non-cash losses under Hedging Arrangements for such period;

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(v) the proceeds of business interruption insurance received by Borrower or its Subsidiaries or receivable thereby in an amount representing the earnings that such proceeds are intended to replace, after written acknowledgement by the insurance company that such amount is due and owing; provided that such proceeds shall be included in respect of the period in which the relevant business interruption occurred;

(vi) any non-cash loss attributable to the sale or other disposition of Property out of the ordinary course of business permitted pursuant to the terms of this Agreement;

(vii) extraordinary, unusual and non-recurring cash or non-cash charges, expenses or losses for such period (including, without limitation, any integration or restructuring charges (such as retention, severance, systems establishment cost, excess pension charges, contract termination costs, lease loss provisions and costs to consolidate facilities and relocate employees) or reserves not anticipated to be accompanied by a cash outlay in future periods), subject in each case (with respect to any such charges, expenses or losses exceeding $5,000,000 in aggregate in any Operating Year) to approval of the Required Lenders;

(viii) solely in respect of the Operating Year ending on March 31, 2020, charges attributable to Contract Asset Payments; provided that (A) for any Fiscal Quarter in such Operating Year, Contracts Asset Payments shall not exceed 45.54% of the applicable Threshold in the COSA for such Operating Year, being $386,794,741, and (B) Contract Asset Payments made in such Operating Year shall not exceed $176,160,125 in aggregate; and

(ix) one time fees and expenses paid or incurred in connection with the negotiation and execution of this Agreement and related Loan Documents, the TAPA and the COSA;

and (b) decreased by, to the extent included in calculating Consolidated Net Income, the sum, without duplication, of:

(x) any non-cash gain attributable to the sale or other disposition of Property out of the ordinary course of business permitted pursuant to the terms of this Agreement;

(xi) non-cash gains under Hedging Arrangements for such period; and

(xii) all extraordinary, unusual and non-recurring cash or non-cash gains for such period, in each case unless otherwise agreed by the Required Lenders.

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“Consolidated EBITDAM” means, for any period, Consolidated EBITDA for such period increased by Permitted Management and Consulting Fees (to the extent deducted in calculating Consolidated Net Income) for such period.

“Consolidated Fixed Charges” means, for any period, the sum, without duplication, of (a) Consolidated Interest Expense paid or payable, and (b) scheduled repayments of principal in respect of Debt, in each case, calculated for the Borrower on a consolidated basis for such period.

“Consolidated Income Tax Expense” means, for any period, the aggregate of all Taxes (including deferred Taxes) based on income of the Borrower for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, for any period, all items properly classified as interest expense of the Borrower for such period, including, without limitation, interest charges, the interest component of Capital Leases (but not, for greater certainty, the interest component of leases (including the Leases) that, in accordance with GAAP as in effect on December 31, 2018, would not have constituted Capital Leases, it being acknowledged that the lease payments thereunder will be expensed for purposes of determining financial covenant compliance hereunder), fees payable in respect of letters of credit and letters of guarantee and discounts incurred and fees payable in respect of bankers’ acceptances, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income (loss) of the Borrower for such period determined on a consolidated basis in accordance with GAAP.

“Contingent Obligation” means, as to any Person, any obligation, whether secured or unsecured, of such Person guaranteeing or indemnifying, or in effect guaranteeing or indemnifying, any indebtedness, leases, dividends, letters of credit or other monetary obligations (the “primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person as an account party in respect of a letter of credit or letter of guarantee issued to assure payment by the primary obligor of any such primary obligation and any obligations of such Person, whether or not contingent, (a) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (b) to advance or supply funds for the purchase or payment of any such primary obligation or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase Property, securities or services primarily for the purpose of assuring the obligee under any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the obligee under such primary obligation against loss in respect of such primary obligation; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

“Contract Asset Payments” means cash amounts paid to OLG in a given period in the Operating Year ending March 31, 2020 which were determined by dividing the expected

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effective Threshold (as defined in the COSA) payment amounts over the course of the contract period by the corresponding gross Gaming Revenues (as defined in the COSA) up to a maximum of $176,160,125.

“Control”, “Controls”, “Controlled” and “Controlling” when used with respect to any Person, other than an individual, means the possession, directly and indirectly, of the power to direct, or cause the direction of, the management and policies of such Person, whether through the ability to exercise voting powers, by contract or otherwise.

“Conversion” means, in respect of any Loan, the conversion of the method for calculating interest or fees on such Loan from one method to another, and includes a conversion to or from a Bankers’ Acceptance Loan and a LIBOR Loan.

“Conversion Date” means, in respect of any Loan, the Business Day on which a Conversion thereof is made.

“Convertible Debentures” means (i) the subordinated convertible debenture dated June 7, 2019 in the aggregate principal amount of $40,000,000 issued by the Borrower in favour of the Investor and (ii) any other subordinated convertible debenture on similar terms consented to by the Required Lenders, in each case, as amended, restated or replaced from time to time in accordance with this Agreement.

“COSA” means the Casino Operating and Services Agreement dated as of June 11, 2019 between OLG and the Borrower, setting out the terms and conditions of the provision of services by to the Borrower to OLG in connection with the Casino Facilities and the NFEC Facility.

“Credit Facilities” means, collectively, the Revolving Facility and the Term Facility and “Credit Facility” means either of them, as applicable.

“CSI” means Complex Services Inc., a corporation formed under the laws of the Province of Ontario, and its permitted successors and assigns.

“DBRS” means DBRS Limited.

“Debt” means, with respect to any Person, without duplication, the aggregate of the following amounts at the date of determination:

(a) all indebtedness of such Person for borrowed money;

(b) all obligations of such Person for the deferred purchase price of Property or services where such purchase price is deferred for six months or longer;

(c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments;

(d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such

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Person, including obligations secured by Purchase Money Security Interests (whether or not the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

(e) the principal balance of all obligations of such Person as lessee under Capital Leases (excluding, for clarity, any obligations under the Leases);

(f) all reimbursement obligations, contingent or otherwise, of such Person under acceptance, letter of credit and similar facilities;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any partnership or shareholder or other equity interests of such Person, provided all conditions to such obligations have been met;

(h) the mark-to-market value of all Hedging Arrangements in respect of which the mark-to-market value is negative from such Person’s perspective (that is, the Person is “out of the money”), net of amounts for which the market-to-market value is positive from such Person’s perspective (that is, the Person is “in-the-money”), to the extent there is a contractual netting of such positive amounts; and

(i) all Contingent Obligations of such Person, to the extent the primary obligation constitutes “Debt” within the meaning of any of the clauses (a) to (h) above.

For greater certainty, “Debt” shall not include reserves for deferred Taxes or general contingencies, current trade payables which are payable on customary or usual trade terms, current expenses (other than interest expense) accrued in the ordinary course of conducting business, and current payments under the Leases.

“Default” means any event which, but for the lapse of time or giving of notice, or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender or, in the case of paragraph (e) below, a Lender’s parent (being any Person that directly or indirectly Controls a Lender):

(a) that has failed to fund any payment or its portion of any Advances required to be made by it hereunder within two (2) Business Days;

(b) that has failed to pay over to the Administrative Agent, any Issuing Lender or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless subject to a good faith dispute;

(c) that has notified the Administrative Agent or the Borrower (verbally or in writing) that it does not intend to or is unable to comply with any of its

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funding obligations under this Agreement or has made a public statement to that effect or to the effect that it does not intend to or is unable to fund advances generally under credit arrangements to which it is a party;

(d) that has failed, within three (3) Business Days after request by the Administrative Agent or the Borrower, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Advances;

(e) that becomes insolvent, has been deemed insolvent by a court of competent jurisdiction, or becomes the subject of bankruptcy or insolvency proceeding; or

(f) that is generally in default of its obligations under other existing credit or loan documentation under which it has commitments to extend credit.

“Departing Lenders” has the meaning ascribed thereto in Section 14.6.

“Direct Agreements” means, collectively, the OLG Direct Agreement, the Landlord Direct Agreements and the MGE Manager Direct Agreement.

“Discount Proceeds” means, for any Bankers’ Acceptance issued hereunder, the following amount calculated on the applicable Borrowing Date, Rollover Date or Conversion Date:

F
1 +	D x T
	365

where

F means the face amount of such Bankers’ Acceptance;

D means the Discount Rate applicable to Bankers’ Acceptance; and

T means the number of days to maturity of such Bankers’ Acceptance,

with the amount as so determined being rounded up or down to the fifth decimal place and .000005 being rounded up.

“Discount Rate” means with respect to an issue of Bankers’ Acceptances for a particular BA Period, the discount rate determined at or about 10.00 a.m. (Toronto time) on the day on which such Bankers’ Acceptance is to be issued as follows: (a) for a Lender that is a Schedule I Lender, the CDOR Rate for such period, and (b) for a Lender that is not a Schedule I Lender, the sum of (i) the CDOR Rate for such period and (ii) ten one-hundredths of one percent (0.10%); provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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“Disposition” means any sale, assignment, transfer, conveyance, lease, license or other disposition of any nature or kind whatsoever of any Property or of any right, title or interest in or to any Property, including for greater certainty any Sale-Leaseback Transaction, and the verb “Dispose” shall have a correlative meaning.

“Distributions” means, with respect to any Person:

(a) the retirement, redemption, retraction, purchase or other acquisition by such Person of any Equity Interests of such Person;

(b) the declaration or payment of any dividend, return of capital or other distribution (in cash, securities or other property, or otherwise) of, on or in respect of, any Equity Interests of such Person;

(c) any other payment or distribution (in cash, securities or other property, or otherwise) by such Person of, on or in respect of, its Equity Interests;

(d) any payment, redemption, repurchase or acquisition by such Person of, or on account of, any Subordinated Debt, including any payment on account of principal, interest, premium, make-whole or otherwise; and

(e) any management, consulting or similar fee or remuneration, or any bonus payment or comparable payment, or by way of gift or gratuity, to any Affiliate of such Person or to any director or officer thereof, excluding, for greater certainty, (i) employment compensation in the ordinary course of business, and (ii) other payment of fees, expenses and indemnities to any of its directors, officers, employees, members of management or consultants in the ordinary course of business, but including payments to the MGE Manager and CNHI Consultant pursuant to and in accordance with the MGE Management Agreement and CNHI Consulting Agreement.

“Dorchester Lease” means the lease dated April 20, 1997 between Loho Vetz Inc. (formerly, Specialty Commercial & Industrial Leasing Inc.), as landlord, and The Navegante Corporation of Canada, as tenant, as assigned to The Falls Management Group, L.P., as amended to the date hereof and assigned to and assumed by the Borrower on the Closing Date pursuant to the TAPA, and as such lease may otherwise be amended, extended, supplemented or otherwise modified from time to time.

“Environmental Activity” means any past, present or future activity, event or circumstance in respect of a Hazardous Substance, including, without limitation, its storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposal, handling, clean-up, remediation or transportation, or its Release or threatened Release into the environment, including movement through or in the air, soil, subsoil, surface water or groundwater.

“Environmental Laws” means all Applicable Laws relating to the environment, occupational health and safety matters or conditions, Hazardous Substances, or pollution or protection of the environment, including Applicable Laws relating to (a) on-site or off-

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site contamination; (b) occupational health and safety relating to Hazardous Substances; and (c) Environmental Activities, including Releases of Hazardous Substances into the environment.

“Environmental Liabilities” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), resulting from or related to (a) any Environmental Law or violation thereof, (b) the Obligors’ Environmental Activities, including the Release or threatened Release of any Hazardous Substances into the environment, (c) the presence of or exposure to any Hazardous Substances, (d) personal injury (including illness, disease or death) or property damage arising from any of the foregoing, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permits” includes all permits, certificates, approvals, registrations, statements, licences, exemptions or other documents having the effect of an authorization issued by any Governmental Authority or pursuant to Environmental Law, to any of the Obligors and required for the operation of the Business or the use of the Casino Facilities or Casino Locations by any of the Obligors under Environmental Laws.

“Equity Interests” means (a) common shares, preferred shares or other equivalent equity interests (howsoever designated) of capital stock of a body corporate, (b) equity preferred or common membership interests in a limited liability company, (c) member or shareholder interests in an unlimited company or unlimited liability company, (d) limited, limited liability or general partnership interests in a limited, limited liability or general partnership, (e) trust units or other beneficial interests in a business, charitable or other trust, (f) any other interest that confers the right to receive a share of the profits and/or losses of, or the distribution of assets of, any Person and (g) any other interest equivalent to any of the interests referred to in any of clauses (a) to (f) inclusive of this definition.

“Equivalent Amount” means with respect to any two currencies, the amount obtained in one such currency when an amount in the other currency is converted into the first currency using the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Business Day, then at approximately close of business on the immediately preceding Business Day) and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Administrative Agent in Toronto, Ontario on the Business Day such conversion is to be made in accordance with its normal practice.

“Escrow Agreement” means the document registration and escrow agreement dated as of June 10, 2019 among counsel for each of the Borrower, OLG and the Lenders.

“Event of Default” has the meaning attributed to such term in Section 11.1.

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“Excess Annual Cash Flow” means, in respect of any Operating Year of the Borrower, the amount (if positive) of Consolidated EBITDA for such Operating Year, decreased by the aggregate of the following, without duplication, for such period:

(a) all principal repayments in respect of the Term Facility;

(b) Unfunded Capital Expenditures;

(c) cash paid Consolidated Interest Expense;

(d) cash paid Consolidated Income Tax Expense;

(e) additions to Consolidated EBITDA in respect of extraordinary, unusual or non-recurring items pursuant to clause (vii) of the definition thereof to the extent paid in cash for such period;

(f) all amounts , if any, which, as the date of determination, are then due and payable by the Borrower to OLG or an OLG Indemnitee (as defined in the COSA), as applicable, in respect of such Operating Year pursuant to the COSA or the Fallsview Lease that have not been paid by the Borrower or in respect of which OLG has not drawn under the OLG Letter of Credit in accordance with the terms of the COSA or the Fallsview Lease, as applicable, which amounts (i) have not otherwise reduced Consolidated EBITDA for such Operating Year (by way of reserve or otherwise), and (ii) are the subject of a dispute in respect of which written notice has been provided by OLG or by the Borrower and which is to be resolved in accordance with the dispute resolution procedure set forth in Schedule 24.01 of the COSA;

(g) all amounts, if any, which, as the date of determination, are then due and payable by the Borrower to the NFEC Landlord in respect of such Operating Year pursuant to the NFEC Lease that have not been paid by the Borrower in accordance with the terms of the NFEC Lease, which amounts (i) have not otherwise reduced Consolidated EBITDA for such Operating Year (by way of reserve or otherwise), and (ii) that are the subject of a dispute in respect of which written notice has been provided by the NFEC Landlord or by the Borrower and which is to be resolved in accordance with the Dispute Resolution Procedure (as defined in the NFEC Lease);

and increased by the aggregate for such period of:

(h) deductions to Consolidated EBITDA in respect of extraordinary, unusual non-recurring items pursuant to clause (ix) of the definition thereof to the extent received in cash for such period;

provided that, if any amounts are deducted in the calculation of Excess Cash Flow pursuant to clauses (f) or (g) above and the dispute referred to therein is subsequently resolved in a manner such that all or any part of the disputed amount

- 16 -

is determined not to be owing by the Borrower (the disputed amount determined not to be owing by the Borrower being the “Borrower Amount”), the applicable percentage of such Borrower Amount shall be applied as a mandatory prepayment pursuant to Section 2.7.5 promptly upon such resolution as if no such deduction had been made pursuant to clause (f) or (g) above.

“Excluded Accounts” means collectively any accounts in respect of which Gaming Revenue (as defined in the COSA) is held in trust for the sole benefit of OLG pursuant to the COSA, including without limitation the accounts set out in Schedule 8.1.31.

“Excluded Equity Issuances” means (i) the issuance of one or more Convertible Debentures on the Closing Date, (ii) the conversion of any Convertible Debentures into Equity Interests in accordance with their terms, and (iii) the issuance of Equity Interests by one Obligor to another Obligor.

“Excluded CSI Assets” means, unless otherwise agreed to by OLG in writing, the following assets of CSI:

(a) all of the employee records (personnel files and payroll records) of CSI;

(b) all monies in any account held solely by CSI which are for payroll matters (including accrued wages, salaries, commissions and other compensation, source deductions to be remitted to tax authorities including premiums for employment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance and workers’ compensation assessments, Pension Plan and benefit plan contributions and accrued vacation pay, if applicable) which are then due or which are reasonably expected to become due in the one month period after the date of determination (based on the average of such payroll costs for the immediately preceding three months and, for greater certainty, without a “mark up”, and not including severance and termination entitlements, discretionary bonus arrangements, retention arrangements, material increases in benefits and pension entitlements, and any cash surplus remaining after the payroll matters specified in this definition); and

(c) all monies in any account of CSI which, as of the date of determination, are required to be applied on account of contributions for any Pension Plan that is maintained or contributed to solely by CSI except to the extent that such account is over-funded (which shall mean any amounts funded in excess of the amount then required to be contributed by CSI, which excess will form part of the Collateral);

“Excluded Taxes” shall mean, with respect to the recipient (the “Recipient”) of any payment to be made by or on account of any obligation of an Obligor hereunder, (a) Taxes imposed on (or measured by) net income (however denominated), franchise Taxes, capital Taxes, and branch profits Taxes, in such case, imposed as a result of (i) the Recipient being

- 17 -

organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office, in the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) a present or former connection between the Recipient and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Recipient having executed, delivered or performed its obligations or received a payment under, or enforced this Agreement or any other Loan Document), (b) Taxes imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement or changes its lending office, except to the extent that such Lender’s assignor (if any) was entitled, immediately prior to such assignment, to receive additional amounts or indemnification from an Obligor with respect to such Taxes pursuant to Section 12.2, (c) any U.S. federal withholding Taxes imposed under FATCA, (d) Taxes attributable to the Recipient’s failure to comply with Section 12.2.6, and (e) withholding Taxes under Part XIII of the Income Tax Act (Canada) imposed on amounts payable to or for the account of a Recipient as a consequence of the Recipient not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with an Obligor.

“Expropriation” means the expropriation, condemnation or taking by eminent domain or similar authority, or by any proceeding or purchase in lieu or anticipation thereof, of any of the Collateral or any right, title or interest therein by any Governmental Authority (but, for greater certainty, excluding any matter giving rise to an OLG Compensation Payment).

“Fallsview Facility” means the “Fallsview” casino facility located on the lands and premises leased to the Borrower pursuant to the Fallsview Lease, as such facility may be improved or expanded from time to time.

“Fallsview Lands” means the lands and premises described in Part 1 of Schedule B of the COSA.

“Fallsview Lease” means the lease dated as of the Closing Date between OLG, as landlord, and the Borrower, as tenant, pursuant to which OLG has agreed to lease to the Borrower: (i) the Fallsview Lands for the purpose of, among other things, operating a casino, a hotel and a retail shopping centre on such Fallsview Lands; and (ii) the Montrose Lands, as such lease may be amended, extended, supplemented, restated, replaced or otherwise modified from time to time in accordance with this Agreement.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

“Federal Funds Rate” means, for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight United States federal funds transactions with members of the Federal Reserve System arranged by United States federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds

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Rate for such day shall be such rate on such transactions for the preceding Business Day as so published on the succeeding Business Day and (b) if no such rate is so published on such succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Final Maturity Date” means June 10, 2024.

“Fiscal Quarter” means each fiscal quarter of the Borrower ending on June 30, September 30, December 31 and March 31.

“Fixed Charge Coverage Ratio” means, as at any date of determination, the ratio calculated by dividing (a) Consolidated EBITDAM for the applicable Measurement Period minus (i) cash paid Consolidated Income Tax Expense, (ii) Unfunded Capital Expenditures for such period, (iii) Distributions made in cash to the holders of Equity Interests of the Borrower or any Subsidiary, and holders of Subordinated Debt, (iv) Permitted Management and Consulting Fees and (v) other cash outflows to non-arm’s length parties (other than other Obligors) from the Borrower or the Guarantors, all calculated for the Borrower on a consolidated basis for such period, by (b) Consolidated Fixed Charges for such period.

“Fronting Fee” has the meaning ascribed thereto in Section 6.4.2.

“Fund” means any Person (other than a natural person), including without limitation a mutual fund, pooled fund or pension fund, that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means (i) initially, generally accepted accounting principles in effect from time to time in Canada and applied on a consistent basis (the “Accounting Principles”) and (ii) upon adoption by the Borrower and the Guarantors of IFRS, IFRS applied on a consistent basis; provided, however, that, in the event of any change in the Accounting Principles from that applied in the preparation of the financial projections of the Borrower most recently delivered on or prior to the Initial Advance Date or any financial statements of the Borrower delivered after the Initial Advance Date, or the Borrower’s adoption of IFRS, that in either case would affect the computation of any financial, ratio, accounting definition or requirement set forth in this Agreement or any other Loan Document, if the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith, each acting reasonably, to amend such financial covenant or requirement to preserve the original intent thereof in light of such change in the Accounting Principles or adoption of IFRS, as applicable; provided, further, that, until so amended as provided in the preceding proviso, (a) such ratio or requirement shall continue to be computed in accordance with the Accounting Principles without regard to such change therein or adoption of IFRS, as applicable, and (b) the Borrower shall furnish to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement, setting forth a reconciliation between calculations of such financial ratio or requirement made before and after giving effect to such change in the Accounting Principles or adoption of IFRS, as applicable.

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“Gaming Authority” means any crown corporation, governmental agency, authority, board, bureau, commission, department, office or instrumentality with regulatory, licensing or permitting authority or jurisdiction over the gaming operations (or proposed gaming operations), business or enterprise of the Borrower or any of its Subsidiaries or any Gaming Facility owned, managed, or operated by Borrower or any of its Subsidiaries (including, without limitation, the AGCO and OLG).

“Gaming Facility” means any gaming or pari-mutuel wagering establishment, including any casino and property or assets related, ancillary or complementary thereto or used in connection therewith.

“Gaming Laws” means all applicable provisions of all: (a) Applicable Laws governing Gaming Facilities or pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over Gaming Facility activities conducted by the Borrower or any of its Subsidiaries within its jurisdiction; and (b) rules, regulations, codes and ordinances of Gaming Authorities, or orders, decisions, determinations, judgments, awards and decrees of Gaming Authorities, in each case having jurisdiction over Gaming Facility activities conducted by the Borrower and its Subsidiaries within its jurisdiction.

“Governmental Authority” means any government (federal, provincial or municipal), parliament or legislature, or any regulatory authority, agency, commission or board of any government, parliament or legislature (including, for greater certainty, any Gaming Authority), or any court or (without limitation to the foregoing) any other law, regulation or rule-making entity (including, without limitation, any central bank, fiscal or monetary authority or authority regulating banks), having jurisdiction in the relevant circumstances.

“Grid Pricing Date” means the date of receipt by the Administrative Agent of the first Compliance Certificate after the Closing Date.

“Guarantors” means, collectively, each existing and future direct or indirect Subsidiary of the Borrower, and “Guarantor” means any of them, as applicable. As of the date of this Agreement, CSI is the sole Guarantor.

“Hazardous Substances” means any substance, waste, liquid, gaseous or solid matter, sound, radiation, vibration, fuel, organic or inorganic matter, alone or in any combination which is regulated, listed, prohibited or designated under any applicable Environmental Laws, including as toxic or as a hazardous waste, a hazardous substance, a hazardous material, a deleterious substance, a contaminant or a pollutant, including petroleum or any derivative thereof or toxic mold or regulated radioactive material.

“Hedging Arrangements” means, for any Person, any arrangement or transaction between such Person and any other Person which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, interest rate option, forward foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of such transactions or arrangements) designed to protect or mitigate against risks in interest, currency exchange or commodity price fluctuations.

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“Hedging Obligations” means all indebtedness, liabilities and obligations of any Obligor to a Lender or an Affiliate of a Lender under or in respect of any Hedging Arrangement.

“Holdco” means MGE Niagara Entertainment Holdings Inc., an Ontario corporation, and its permitted successors and assigns.

“Hostile Take-Over” means a take-over bid or other acquisition which has not been approved by the board of directors of the Person to be acquired at the time such acquisition is commenced.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Chartered Professional Accountants of Canada.

“Impermissible Qualification” means, relative to: (a) the financial statements or notes thereto of any Person; or (b) the opinion or report of any independent auditors as to any financial statement or notes thereto, any qualification or exception to such financial statements, notes, opinion or report, as the case may be, which (i) is of a “going concern” or similar nature, or (ii) relates to any limited scope of examination of material matters relevant to such financial statement, if such limitation results from the refusal or failure of the Person to grant access to necessary information therefor.

“Indemnified Taxes” means Taxes, other than Excluded Taxes.

“Initial Advance Date” means the date on or following satisfaction of the conditions precedent set forth in Section 10.1 on which the initial Advance is made.

“Intellectual Property” means intellectual property rights, whether registered or not, owned, licenced, used or held by any Obligor, including: (a) inventions, pending patent applications (including divisions, reissues, renewals, re-examinations, continuations, continuations-in-part and extensions) and issued patents; (b) trade-marks, trade dress, trade-names, business names and other indicia of origin; (c) copyrights; (d) industrial designs and similar rights; and (e) urls, domain names and tag lines.

“Interest Payment Date” means, in respect of Prime Rate Loans or USBR Loans, the fifth Business Day after the end of each calendar month.

“Interest Period” means, with respect to a LIBOR Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one (1), two (2) or three (3) months thereafter (or such other period to which all of the Lenders may from time to time agree) in accordance with the terms hereof; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the immediately succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that

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commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no Interest Period will extend beyond the Final Maturity Date.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons in the form of:

(a) loans or advances by such Person to another Person (including guarantees made by such Person of another Person’s obligations);

(b) capital contributions by such Person to another Person; and

(c) purchases or other acquisitions for consideration of Debt or Equity Interests;

but excluding Acquisitions.

“Investor” means Niagara Entertainment Company Limited, a corporation existing under the laws of the Province of Ontario and 100% owned by Dino DiCienzo.

“Investor Rights Agreement” means the investor rights agreement dated June 7, 2019 governing the business and affairs of the Borrower and the Investor’s rights as a creditor of the Borrower pursuant to the Convertible Debenture issued to the Investor and, if applicable, a shareholder of the Borrower following conversion, as amended, restated or replaced from time to time in accordance with this Agreement.

“ISDA Master Agreement” means the 1992 ISDA Master Agreement (Multi-Currency - Cross Border) or the ISDA 2002 Master Agreement (Multi-Currency Cross Border), in each case, as published by the International Swaps and Derivatives Association, Inc., as amended or replaced from time to time.

“Issuing Lender” means BMO or any other Lender agreed upon in such capacity by the Administrative Agent, the Borrower and such Lender, as applicable, from time to time.

“Joint Lead Arrangers” means, collectively, BMO, Fifth Third Bank and KeyBank National Association in their respective capacities as joint lead arrangers in respect of the Credit Facilities.

“Kent Street Parking Licence” means the licence agreement dated August 10, 2005 between Ontario Infrastructure and Lands Corporation (formerly Ontario Realty Corporation) acting as agent on behalf of Her Majesty the Queen in right of Ontario, as licensor, and OLG, as licensee, as amended by an agreement dated as of March 18, 2015 between Her Majesty the Queen in right of Ontario as represented by the Minister of Infrastructure and OLG, and as such licence may otherwise be amended, extended, supplemented or otherwise modified from time to time in accordance with this Agreement.

“L/C Fee” has the meaning ascribed thereto in Section 6.4.1.

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“Landlord Direct Agreement” means a direct agreement or an acknowledgement and consent entered into between the landlord or sublandlord, as applicable, under a Lease, the Borrower and the Administrative Agent granting to the Administrative Agent for and on behalf of the Secured Parties certain rights in respect of the related Lease.

“Leases” means, collectively, (i) the Fallsview Lease, (ii) the CN Lease, (iii) subject to the provisions of Section 9.2.16, the Dorchester Lease, (iv) from and after the NFEC Lease Assignment Date, the NFEC Lease, (v) the Kent Street Parking Licence, and (vi) any other lease from time to time entered into in respect of any Casino Facility pursuant to the COSA.

“Lenders” means the financial institutions and other Persons listed in Schedule A (as such Schedule may be updated from time to time) and any Person that takes an assignment in accordance with Section 14.1 from a Lender, so long as any of the Obligations are owed to them or they have any obligation hereunder, and “Lender” means any one of them.

“Letter of Credit Sub-limit” means $100,000,000.

“Letters of Credit” means letters of credit or letters of guarantee issued by the Issuing Lender pursuant to the Revolving Facility at the request and for the account of the Borrower, and “Letter of Credit” means any one of them.

“LIBOR” means, for any Interest Period with respect to any LIBOR Loan:

(a) the rate of interest per annum, expressed on the basis of a year of 360 days, determined by the Administrative Agent, which is equal to the offered rate that appears on the page of the Reuters LIBOR01 screen (or any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) that displays the ICE Benchmark Administration Interest Settlement Rate (or equivalent rate from any other organization that may succeed ICE Benchmark Administration Limited as the authorized administrator of LIBOR) for deposits in U.S. dollars with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London, England time) two (2) Business Days prior to the first day of such Interest Period, and if different rates are quoted for deposits in varying amounts, in the amount which is closest to such LIBOR Loan; or

(b) if the rate referenced in the preceding subsection (a) is not available, the rate per annum (rounded upwards, if necessary, to nearest 1/100 of 1%) determined by the Administrative Agent as the rate of interest, expressed on a basis of 360 days at which deposits in U.S. dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Loan being made, continued or converted by the Administrative Agent and with a term and amount comparable to such Interest Period and principal amount of such LIBOR Loan as

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would be offered by the Administrative Agent’s London Branch to major banks in the offshore U.S. dollar market at their request at approximately 11:00 a.m. (London, England time) two (2) Business Days prior to the first day of such Interest Period,

provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“LIBOR Loan” means an Advances in U.S. dollars made by the Lenders to the Borrower with respect to which the Borrower has specified that interest is to be calculated by reference to LIBOR.

“LIBOR Successor Rate” has the meaning ascribed thereto in Section 3.11.

“Lien” means, in respect of any Person, any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, hypothecation, title retention arrangement or security interest granted or permitted by such Person or arising by operation of law in respect of any of such Person’s Property, or any consignment or Capital Lease of Property by such Person as consignee or lessee, or any other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation.

“Limited Recourse Guarantors” means, collectively, each existing and future direct holder of Equity Interests or Subordinated Debt in the Borrower, and “Limited Recourse Guarantor” means any of them, as applicable. As of the date of this Agreement, the Limited Recourse Guarantors are Holdco and the Investor.

“Loan” means, at any time, the principal amount of all Obligations then outstanding under a Credit Facility pursuant to the same availment option, and:

(a) in the case of a Bankers’ Acceptance Loan, relating to all Bankers’ Acceptances accepted in respect of a single Borrowing/Rollover/ Conversion Notice; and

(b) in the case of a Letter of Credit, a Letter of Credit issued pursuant to a single Borrowing/Rollover/Conversion Notice,

and “Loans” means, at any time, all Loans then outstanding under the Credit Facilities at such time.

“Loan Documents” means, collectively, this Agreement, the Escrow Agreement, the Security Documents, the Direct Agreements, the Bankers’ Acceptances, the Letters of Credit, the Subordination Agreements, the Arrangement Letter, the Agency Fee Letter, and all other agreements, documents, instruments and certificates delivered to the Administrative Agent or the Lenders by any Loan Party in connection with the Credit Facilities, and “Loan Document” means any one of them.

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“Loan Parties” means, collectively, the Obligors and the Limited Recourse Guarantors, and “Loan Party” means any of them.

“Material Adverse Change” means any event, development, circumstance or situation that has had a Material Adverse Effect.

“Material Adverse Effect” means a material adverse effect on (a) the business, Property, liabilities, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries (taken as a whole), (b) the ability of the Borrower to perform its obligations under this Agreement or any of the other Loan Documents, or (c) the validity or enforceability of any Loan Document or the rights and remedies of the Administrative Agent and the Lenders thereunder.

“Material Agreements” means, collectively: (a) the COSA; (b) the TAPA; (c) the Leases (other than the Dorchester Lease); (d) the MGE Management Agreement; (e) the CNHI Consulting Agreement; (f) the Convertible Debentures; and (g) any other contract or agreement entered into by an Obligor on or after the Closing Date, (i) that replaces or is entered into in substitution of an existing Material Agreement, or (ii) the loss or termination of which would or could reasonably be expected to result in a Material Adverse Effect (but, for greater certainty, excluding the Loan Documents).

“Material Authorization” means, with respect to any Obligor, any approval, permit, licence or similar or equivalent authorization from, and any filing or registration with, any Governmental Authority required by it to own, operate or develop any Casino Facility, or carry on the Business, in each case where the failure to have such approval, permit, licence, authorization, filing or registration would have or could reasonably be expected to result in a Material Adverse Effect.

“Maturity Date” means the last day of a BA Period (or of a corresponding BA Equivalent Loan), Letter of Credit term or Interest Period, as applicable, which shall in no case extend beyond the Final Maturity Date.

“Measurement Period” means, as of any date of determination, the period of four consecutive Fiscal Quarters most recently ended.

“MGE Management Agreement” means the management agreement to be dated on or about June 11, 2019 between the Borrower and the MGE Manager as it may be amended, restated or replaced from time to time in accordance with this Agreement.

“MGE Manager” means MGE Management Inc., in its capacity as the management services provider under the MGE Management Agreement.

“MGE Manager Direct Agreement” means the direct agreement between the MGE Manager, the Borrower and the Administrative Agent, acknowledging the assignment by way of security of the Borrower’s rights in the MGE Management Agreement in favour of the Administrative Agent, and certain rights of the Administrative Agent therein.

“Monitoring Event of Default” means has the meaning ascribed thereto in the COSA.

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“Montrose Lands” means the lands and premises described in Part 3 of Schedule B of the COSA.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the ratings business thereof.

“Net Proceeds” means any one or more of the following:

(a) with respect to any Disposition of Property by any Obligor or any Expropriation of the Property of any Obligor, the net amount equal to the aggregate amount received in cash by such Obligor (including any cash received by way of deferred payment pursuant to a note, receivable, other non-cash consideration or otherwise, but only as and when such cash is so received) in connection with such Disposition or Expropriation, less the sum of (i) the principal amount of any Debt (other than Debt under the Loan Documents, Debt owing to another Obligor or Subordinated Debt) that is secured by such Property and that is required to be repaid in connection with such Disposition or Expropriation, and (ii) the reasonable fees (including, without limitation, reasonable legal fees), commissions and other out-of-pocket expenses and Taxes incurred, paid or payable by such Obligor to any Person (other than an Affiliate) in connection with such Disposition or Expropriation;

(b) with respect to the issuance or creation of Debt of any Obligor, the net amount equal to the aggregate amount received in cash by such Obligor (including any cash received by way of deferred advance, installment or payment but only as and when such cash is so received) in connection with such issuance or creation, less the reasonable fees (including without limitation, reasonable legal fees, investment banking fees, accounting fees and consulting fees), commissions, printing costs and other out-of-pocket expenses incurred, paid or payable by such Obligor to any Person (other than an Affiliate) in connection with such issuance or creation;

(c) with respect to the receipt of proceeds under any insurance policy (other than business interruption insurance), the net amount equal to the aggregate amount received by any Obligor in cash in connection with such receipt of insurance proceeds, less the reasonable fees (including without limitation reasonable legal fees), costs, deductibles and other out-of-pocket expenses and Taxes incurred, paid or payable by such Obligor to any Person (other than an Affiliate) in connection with the claim under the insurance policy giving rise to such proceeds; and

(d) with respect to the receipt of OLG Compensation Payments, the net amount equal to the aggregate amount received by any Obligor in cash in connection with such receipt of compensation, less the reasonable fees (including without limitation reasonable legal fees), costs, deductibles and other out-of-pocket expenses and Taxes incurred, paid or payable by such Obligor to any Person (other than an Affiliate) in connection with such OLG Compensation Payments.

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“NFEC Facility” means the entertainment facility located on the lands and premises leased by Borrower pursuant to the NFEC Lease, as such facility may be improved or expanded from time to time.

“NFEC Landlord” means Niagara Falls Entertainment Partners General Partnership, and the successors and assigns thereof.

“NFEC Lease” means the lease entitled “Niagara Falls Entertainment Centre (Offsite) Lease Agreement” dated as of August 3, 2017 between NFEC Landlord, as landlord, and the NFEC Tenant, as tenant, pursuant to which the NFEC Landlord has agreed to lease the NFEC Facility to the NFEC Tenant, as amended by an amending agreement entitled “Omnibus Niagara Falls Entertainment Centre Lease Amendment Agreement” dated August 23, 2018 between NFEC Landlord and the NFEC Tenant, as such lease has been otherwise amended, extended, supplemented and/or otherwise modified from time to time, and as such lease is assigned to and assumed by the Borrower on the NFEC Lease Assignment Date pursuant to the TAPA.

“NFEC Lease Assignment Date” has the meaning attributed thereto in the TAPA.

“NFEC Tenant” means the “Tenant” under and as defined in the NFEC Lease which, as of the Closing Date, is OLG and, from after the NFEC Lease Assignment Date, will be the Borrower.

“Non-BA Lender” means a Lender that (a) is not a bank chartered under the Bank Act (Canada); or (b) has notified the Administrative Agent in writing that it is unwilling or unable to accept bankers’ acceptance drafts.

“Obligations” means (a) in respect of the Borrower, all indebtedness, liabilities and other obligations of the Borrower to the Lenders or any of them arising hereunder and under any other Loan Document to which it is a party, and (b) in respect of any other Loan Party, all indebtedness, liabilities and other obligations of such Loan Party under any Loan Document to which such Loan Party is a party, in each case, direct or indirect, matured or not.

“Obligors” means, collectively, the Borrower and the Guarantors (but, for greater certainty, not the Limited Recourse Guarantors).

“OLG” means Ontario Lottery and Gaming Corporation.

“OLG Compensation Payment” means any compensation payment made by OLG to the Borrower on account of (i) “Protected Change Compensation” pursuant to Article 3 or Article 15 of the COSA, (ii) “Prescribed Policy Change Compensation” pursuant to Article 7 of the COSA, (iii) “Change in Law Compensation” pursuant to Section 26.05 of the COSA, or (iv) Section 12.2 of the TAPA, and in each case any successor or equivalent provisions under the COSA as amended, restated or replaced from time to time.

“OLG Direct Agreement” means the Lender Direct Agreement to be dated as of June 11, 2019 between OLG and the Administrative Agent, as acknowledged and agreed to by the Borrower, granting the Administrative Agent for and on behalf of the Lenders certain rights in respect of the COSA and the Leases.

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“OLG Letter of Credit” means the Letter of Credit dated as of June 11, 2019 issued by BMO in favour of OLG in the amount of $35,000,000 in satisfaction of the requirement to provide “Performance Security” pursuant to Article 18 of the COSA and deemed to be outstanding hereunder pursuant to Section 5.1.2, as amended, extended or replaced from time to time.

“OLG Policies” has the meaning attributed thereto in the COSA.

“Operating Year” means the Operating Year of the Borrower as defined in the COSA, being each period commencing on April 1 of a calendar year and ending on March 31 of the immediately following calendar year; provided, however, that the first Operating Year will be the period commencing on the Closing Date and ending on March 31, 2020.

“Participant” has the meaning ascribed thereto in Section 14.4.

“Pension Plan” means each pension plan required to be registered under Canadian federal or provincial pension benefits standards legislation that is maintained or contributed to by an Obligor for its employees or former employees, officers, directors or independent contractors, but does not include the Canada Pension Plan or the Québec Pension Plan as maintained by the Government of Canada or the Province of Québec, respectively.

“Permitted Debt” means:

(a) Debt under this Agreement and the other Loan Documents (including Contingent Obligations in respect thereof) and Cash Management Obligations;

(b) Debt in respect of Purchase Money Security Interests and Capital Leases, in an aggregate principal amount outstanding (in combination with any Debt outstanding pursuant to clause (i) below) at any time not in excess of $20,000,000;

(c) Permitted Intercompany Debt;

(d) Debt in respect of Hedging Arrangements permitted by Section 9.3.8 entered into with a Lender or an Affiliate of a Lender;

(e) unsecured guarantees by any Obligor of any Debt or other liabilities or obligations of another Obligor;

(f) Subordinated Debt (including the Convertible Debentures);

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(g) Debt consisting of reimbursement obligations of any Obligor with respect to performance, bid, completion, surety and appeal bonds, completion guarantees and similar obligations in the ordinary course of business;

(h) obligations and liabilities of the Obligors under the TAPA and/or COSA to the extent such obligations and liabilities constitute Debt;

(i) other Debt in an aggregate principal amount outstanding (in combination with any Debt outstanding pursuant to clause (b) above) at any time for all Obligors not in excess of $20,000,000; and

(j) other Debt consented to in writing by the Required Lenders from time to time.

“Permitted Dispositions” means:

(a) Dispositions of inventory in the ordinary course of business for the purpose of carrying on the Business;

(b) any Disposition of Property from an Obligor to another Obligor;

(c) the sale or liquidation of Cash Equivalents in the ordinary course of business;

(d) Dispositions of Property which is obsolete, worn out, redundant or of no material economic value;

(e) Dispositions of gaming machines and other gaming equipment in the ordinary course of business;

(f) Dispositions of Property (other than any Disposition referenced in clauses (a) through (e) of this definition) in each Operating Year for fair market value resulting in consideration received for such Property of not more than $1,000,000 in the aggregate for all such Dispositions by Obligors during such Operating Year, provided the Net Proceeds thereof are applied in accordance with this Agreement, if applicable.

“Permitted Distributions” means:

(a) Distributions by an Obligor to another Obligor;

(b) Distributions in the form of (i) scheduled interest payments to the extent required to be paid in cash by the terms of the Convertible Debentures as in effect on the date of issuance thereof, but only to the extent consented to by all of the Lenders following a written request therefor by the Borrower or (ii) Conversions of any Convertible Debentures into Equity Interests of the Borrower in accordance with their terms;

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(c) the payment of Permitted Management and Consulting Fees; provided that the Borrower will be in compliance with the financial covenants in section 9.4 on a pro forma basis after giving effect to the proposed Distribution and any related Advances to finance the same;

(d) a one-time reimbursement to Holdco or any Affiliate on or about the Closing Date in the maximum amount of up to $1,000,000 in respect of prior advances made by Holdco or any Affiliate to fund tenant improvement and related fixture, furniture and equipment (FF&E) for the NFEC Lease; and

(e) other Distributions, provided the Administrative Agent has received the financial statements and related Compliance Certificate pursuant to Section 9.1.1.3 in respect of two consecutive Fiscal Quarters ending after the Operating Year ending March 31, 2020 reporting a Total Leverage Ratio of less than 3.00 to 1.00, and provided further that the Total Leverage Ratio will, on a pro forma basis after giving effect to the proposed Distribution and any related Advances to finance the same, continue to be less than 3.00 to 1.00;

provided that, in each case, no Default or Event of Default shall have occurred and be continuing immediately before and immediately after giving effect to any such Distribution.

“Permitted Hedging Arrangements” means Hedging Arrangements:

(a) solely with a Lender or an Affiliate of a Lender;

(b) entered into in the normal course of business and not for speculative purposes;

(c) which hedge either (i) foreign exchange risk (pursuant to caps, collars, floors or the purchase of options) or (ii) interest rate risk pursuant to interest rate swaps; and

(d) which are governed by an ISDA Master Agreement and schedules thereto in customary form.

“Permitted Intercompany Debt” means unsecured Debt owing by an Obligor to any other Obligor.

“Permitted Investments” means:

(a) Investments by an Obligor in another Obligor;

(b) guarantees of the Secured Obligations delivered in accordance with the terms of this Agreement;

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(c) Investments in cash or Cash Equivalents;

(d) Investments constituting guarantees permitted by clause (e) of the definition of “Permitted Debt”;

(e) the acquisition or ownership of Investments (including obligations evidencing Debt) received in connection with the settlement of accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or in settlement of delinquent obligations of, and other disputes with, suppliers arising in the ordinary course of business;

(f) unsecured loans to officers and employees made in the ordinary course of business to a maximum aggregate amount not to exceed $500,000 at any time outstanding); and

(g) Casino Patron Loans made in the ordinary course of business and in compliance with all OLG Policies and requirements of Applicable Laws.

“Permitted Liens” means:

(a) Liens for Taxes, assessments, governmental charges or levies which are not yet due or if due, the validity of which are being contested diligently and in good faith by all appropriate proceedings, and for which reasonable reserves under GAAP are maintained, so long as, during the period of such contestation, there shall be no enforcement of such Liens or seizure or forfeiture of any Property of any Obligor subject thereto;

(b) any construction lien, workers’ lien, materialmens’ lien, mechanics’ lien, salvager’s lien, supplier’s lien, repairer’s lien (including liens arising under the Construction Lien Act (Ontario) or Repair & Storage Liens Act (Ontario)), or other like liens created by Applicable Law (in contrast to such liens voluntarily granted), arising in connection with or incidental to construction or maintenance in the ordinary course of business, in respect of obligations which are not yet due, or if due, the validity of which are being contested diligently and in good faith by all appropriate proceedings, and for which reasonable reserves under GAAP are maintained, so long as, during the period of such contestation there shall be no enforcement of such Liens or seizure or forfeiture of any Property of any Obligor subject thereto;

(c) Liens given in the ordinary course of business to a public utility or any municipality or Governmental Authority when required by such utility or Governmental Authority in connection with the operation of the Business or the ownership of the Property of that Person;

(d) the Security;

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(e) Purchase Money Security Interests and Capital Leases, to the extent they secure Debt permitted pursuant to clause (b) of the definition of “Permitted Debt”; provided that such Liens extend only to the Property acquired or financed thereby (including the proceeds of such Property) and no recourse is available to any other assets of any Obligor;

(f) the rights reserved to or vested in Governmental Authorities by any statutory provision or by the terms of any lease, license, franchise, grant or permit, which affect any land, to terminate any such lease, license, franchise, grant or permit or to require annual or other payments as a condition of the continuance thereof;

(g) servitudes, easements, rights-of-way, restrictive covenants and other similar encumbrances on or interests in real property imposed by Applicable Law or incurred in the ordinary course of business and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor defects, imperfections, encroachments or irregularities in title thereto which, in the aggregate, are not material, and which do not in any case (i) materially detract from the value of the property subject thereto, or (ii) materially interfere with the use of the real property subject thereto in the Business;

(h) Liens in favour of a financial depositary institution arising (i) as a matter of Applicable Law or (ii) to the extent that no funds are subject to a present and enforceable claim thereunder, under account establishment or maintenance agreements entered into the ordinary course of business, in each case, encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(i) Liens securing appeal bonds and other similar Liens arising in connection with court proceedings (including, without limitation, surety bonds, security for costs of litigation where required by law, letters of credit and posted costs to vacate a construction lien claim) or any other instruments serving a similar purpose;

(j) Liens created by a judgment of a court of competent jurisdiction, as long as an appeal or proceeding for review is being conducted in good faith by appropriate proceedings by the applicable Obligor, reasonable reserves under GAAP are maintained and such judgment does not result in an Event of Default;

(k) liens, encumbrances or other restrictions in site plan control agreements, development agreements, servicing agreements, facilities sharing agreements or other similar agreements which do not materially interfere with the use of the real property subject thereto for the purposes for which it is used by the applicable Obligor;

(l) pledges or deposits (or Liens on segregated deposits established for such purposes) in the ordinary course of business in connection with workers’ compensation laws, unemployment insurance laws, and other social security or social insurance laws or other similar obligations;

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(m) conditions, limitations, provisos or reservations set out in any grant from any Governmental Authority;

(n) Liens which constitute distraint rights in favour of landlords in respect of any leased or subleased premises by the Obligors, provided that such Liens are limited to the Property located at such premises;

(o) Liens affecting a landlord’s freehold interest in any Casino Locations, provided that they are subordinate to the applicable Lease or a non-disturbance agreement satisfactory to the Administrative Agent has been entered into by the lienholders in respect of the applicable Leases;

(p) provided they are subject to the OLG Direct Agreement, prior ranking Liens in respect of the Leases, Property (including proceeds thereof) subject to the Asset Purchase Obligation (including the Asset Purchase Assets) (each as defined in the COSA), Property (including proceeds thereof) subject to the Asset Purchase Option (including the Option Assets) (each as defined in the COSA), and the Performance Security (as defined in the COSA), all in favour of OLG pursuant to the terms of the COSA;

(q) statutory Liens under applicable Canadian federal or provincial pension benefits standards legislation;

(r) any Lien disclosed in Schedule 8.1.13;

(s) such other Liens as are agreed to in writing by the Required Lenders in accordance with this Agreement; and

(t) any extension, renewal or replacement of any of the foregoing; provided that the Liens permitted hereunder shall not extend to any additional Property of an Obligor (other than a substitution of like Property).

“Permitted Management and Consulting Fees” means, collectively, the management fees payable by the Borrower to the MGE Manager pursuant to the MGE Management Agreement and the consulting fees payable by the Borrower to the CNHI Consultant pursuant to the CNHI Consulting Agreement, in an amount not exceeding, in each case, the amount required by the terms of the applicable Material Agreement as in effect on the Closing Date and, in any event, not exceeding an aggregate maximum amount for all such management fees and consulting fees of $10,000,000 per Operating Year, unless otherwise approved by all of the Lenders, provided that: (i) no such management fees or consulting fees will be paid during the Operating Year ending March 31, 2020; (ii) for all subsequent Operating Years following the delivery of the audited financial statements and related Compliance Certificate pursuant to Section 9.1.1.3(a) for the previous Operating Year, management fees and consulting fees can be paid as scheduled under the applicable Material Agreements as in effect on the Closing Date and in an amount which (in the case of the management fees) is based on the audited financial results for such previous Operating Year.

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“Person” means any individual, corporation, company, partnership, unincorporated association, trust, joint venture, estate or other judicial entity or any Governmental Authority.

“PPSA” means the Personal Property Security Act (Ontario) and the regulations thereunder, as from time to time in effect, provided, however, if attachment, perfection or priority of the Administrative Agent’s security interests in any Collateral are governed by the personal property security laws of any jurisdiction other than Ontario, “PPSA” shall mean those personal property security laws in such other jurisdiction for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions.

“Pricing Date” means, for any Fiscal Quarter, the fifth Business Day after the date on which the Administrative Agent receives the relevant Compliance Certificate calculating the Total Leverage Ratio.

“Prime Rate” on any day means the fluctuating rate per annum that is the greater of:

(a) the interest rate announced or established by the Administrative Agent on such day as its prime rate, being a reference rate for commercial loans in Canadian dollars made in Canada; and

(b) the CDOR Rate for 30 day bankers’ acceptances determined as of 10:00 a.m. (Toronto time) on such day, plus 1.00% per annum;

adjusted automatically with each quoted, published or displayed change in such rate, all without necessity of any notice to the Borrower or any other Person, provided that, if the rate determined above shall ever be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Any change in the Prime Rate due to the change in “prime rate” or the CDOR rate shall be effective on the effective date of such announcement or such change in the CDOR rate, as applicable.

“Prime Rate Loan” means, at any time, any Loan which is outstanding at such time and in respect of which interest is to be calculated based on the Prime Rate and “Prime Rate Loans” means, at any time, all such Loans at such time.

“Property” means, with respect to any Person, all or any portion of its undertaking, property and assets, both real and personal, including for greater certainty any share in the capital of a corporation or ownership interest in any other Person (but, for greater certainty, excluding assets leased by it other than its interest as lessee therein).

“Purchase Money Security Interest” means a Lien created or assumed by an Obligor, securing Debt incurred to finance (or refinance) the acquisition price (including any installation costs or costs of construction) of Property provided that (a) such Lien is created

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(or in the case of a refinancing was originally created) substantially concurrently with (or within 180 days of) the acquisition of such Property, (b) such Lien does not at any time encumber any Property other than the Property financed or refinanced (to the extent the principal amount is not increased) by such Debt and (c) the principal amount of Debt secured by any such Lien at no time exceeds 100% of the original purchase price of such Property at the time it was acquired.

“Purchase Transaction” means the acquisition by the Borrower of the assets of the Business from OLG more particularly described in, and on the terms and conditions set out in, the TAPA.

“Quarterly Payment Date” means the last Business Day of March, June, September and December of each year beginning on September 30, 2019, and shall be deemed to include the Final Maturity Date.

“Rateable Portion” means, in respect of each Lender at any time, the proportion that (a) its Revolving Facility Commitment at such time bears to the Aggregate Revolving Facility Commitment at such time, (b) its Term Facility Commitment at such time bears to the Aggregate Term Facility Commitment at such time, or (c) its Commitment at such time bears to the Aggregate Commitment at such time, as the context requires, and the terms “rateable” and “rateably” shall have the corresponding meanings.

“Recipient” has the meaning ascribed thereto in the definition of “Excluded Taxes”.

“Release” includes discharge, dispose, spray, inject, inoculate, abandon, deposit, spill, leak, seep, migrate, pour, emit, empty, throw, dump, place and exhaust, and when used as a noun has a similar meaning.

“Remedial Work” shall mean any investigation, site monitoring, containment, cleanup, removal, restoration, precautionary actions or other remedial work of any kind or nature with respect to the actual or threatened Release of any Hazardous Substances.

“Repair Conditions” means, in respect of any event of loss giving rise to casualty insurance proceeds, (a) the Lenders will have received a repair and restoration plan and budget demonstrating to their reasonable satisfaction, acting reasonably, that repair or restoration of the applicable Casino Facility in accordance with such plan is technically and economically feasible prior to the Final Maturity Date, (b) the applicable insurance proceeds and other funding available to the Borrower is sufficient to complete such repair and restoration, and (c) no Material Adverse Change would result from the event of loss giving rise to the insurance proceeds or from the passage of time required for the repair and restoration of the applicable Casino Facility.

“Repayment Notice” means a notice substantially in the form of Schedule D.

“Replacement Lender” has the meaning ascribed thereto in Section 14.6.1.1.

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“Required Lenders” means, at any time, (a) Lenders whose Commitments at such time, taken together, are greater than 66²⁄₃% of the Aggregate Commitment at such time, and (b) after the occurrence of an Event of Default which is continuing, the Lenders which have Loans outstanding under the Credit Facilities representing greater than 66²⁄₃% of the aggregate amount of Loans outstanding under the Credit Facilities; provided, however, that (i) if at any time there are two or fewer Lenders under this Agreement, “Required Lenders” shall mean all such Lenders, and (ii) at any time there are three or more Lenders under this Agreement, “Required Lenders” shall require a minimum of three Lenders.

“Revolving Facility” has the meaning ascribed thereto in Section 2.1.1.

“Revolving Facility Commitment” means, with respect to each Revolving Lender at any time, the amount set forth opposite the name of such Revolving Lender in Schedule A (as such Schedule may be updated from time to time) under the column “Revolving Facility Commitment”, in each case, subject to such Revolving Lender’s Rateable Portion of all reductions effected from time to time pursuant to Sections 2.5.2, 2.7, 12.3 or 14.6.

“Revolving Lender” means a Lender that has a Revolving Facility Commitment or an Advance outstanding under the Revolving Facility, or both.

“Rollover” means, in respect of a Bankers’ Acceptance Loan or LIBOR Loan, the continuation of such Loan or any portion thereof for a succeeding BA Period or Interest Period in accordance with the provisions hereof.

“Rollover Date” means, in respect of a Bankers’ Acceptance Loan or LIBOR Loan, a Business Day on which a Rollover of all or a portion thereof is made.

“Sale-Leaseback Transaction” means, with respect to any Person, any direct or indirect arrangement pursuant to which such Person (or one or more of its Affiliates) transfers or causes the transfer of any Property to another Person and leases such Property back from such Person.

“Sanctioned Person” means any Person, vessel, group, government, or country whose name is included on a list issued in connection with Sanctions Regulations, including any Person on the list of Specially Designated Nationals published by the Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.

“Sanctions Regulations” means any sanction laws and regulations issued or imposed by Canada, the United States of America, the European Union, the United Nations or any other applicable country or association of countries, including regulations and executive orders issued by the Office of Foreign Asset Control.

“Schedule I Lender” means a bank which is chartered under the Bank Act (Canada) and named in Schedule I thereto.

“Scheduled Unavailability Date” has the meaning ascribed thereto in Section 3.11(b).

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“Secured Obligations” means, collectively, the Obligations, the Hedging Obligations and the Cash Management Obligations or, as the context requires, any part thereof.

“Secured Parties” means, collectively, the Administrative Agent, all Lenders (including the Issuing Lender and the Swingline Lender) and, with respect to any Hedging Arrangement, any Affiliate of a Lender party to such Hedging Arrangement, together with any Persons owed Hedging Obligations or Cash Management Obligations who previously were Lenders or Affiliates thereof to the extent provided for in Section 7.5.

“Security” means the Liens created by the Security Documents.

“Security Documents” means, collectively, the agreements described in Sections 7.1 and any other document or agreement delivered hereunder, including, without limitation, pursuant to Section 7.2, that create either a guarantee of the Secured Obligations or Liens in favour of the Administrative Agent for and on behalf of the Secured Parties as security for the Secured Obligations.

“Sponsor” means Mohegan Tribal Gaming Authority, a governmental and proprietary instrumentality of the Mohegan Tribe of Indians of Connecticut.

“Standard & Poors” means S&P Global Ratings, a division of S&P Global Inc., or any successor to the ratings business thereof.

“Subordinated Debt” means (i) the Convertible Debentures and (ii) any other unsecured indebtedness of the Borrower for borrowed money advanced to the Borrower by the Sponsor or an Affiliate thereof or the Investor or an Affiliate thereof which is (a) subject to a Subordination Agreement and (b) otherwise on terms satisfactory to the Required Lenders in their sole discretion.

“Subordination Agreement” means an agreement in favour of the Administrative Agent on behalf of the Lenders by a holder of Debt owing by an Obligor which expressly postpones and subordinates such Debt to the Secured Obligations in accordance with the form set out in Schedule G hereto, or such other form as may be acceptable to the Required Lenders in their sole discretion, which terms shall, without limitation: (a) prohibit any payment of principal or interest on such Debt in cash so long as any Secured Obligations remain outstanding or Advances are available under any Credit Facility, other than Permitted Distributions; (b) prohibit any rights of acceleration or enforcement on such Debt while any Secured Obligations are outstanding or Advances are available under any Credit Facility; and (c) provide that the maturity date of any such loans is a date no less than one year after the Final Maturity Date.

“Subsidiary” means, at any time, as to any Person, any other Person, if at such time (a) the first mentioned Person owns, directly or indirectly, securities or other ownership interests in such other Person, having ordinary voting power to elect a majority of the board of directors or persons performing similar functions for such other Person, or (b) in the case of any general partnership or trust, the first mentioned Person owns directly or indirectly more than a 50% interest in the profits or capital of such other Person, or (c) in the case of a limited partnership, the first mentioned Person owns, directly or indirectly, securities or

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other ownership interests in the Person which is the general partner of such other Person, having ordinary voting power to elect a majority of the board of directors or persons performing similar functions for such general partner, and shall include any other Person in like relationship to a Subsidiary of such first mentioned Person.

“Subsidiary Guarantor” means any Guarantor that is a Subsidiary of the Borrower.

“Suspension Event of Default” means has the meaning ascribed thereto in the COSA.

“Swingline Lender” means BMO, or any other Lender agreed upon in such capacity by the Administrative Agent, the Borrower and such new Lender.

“Swingline Loan” means, at any time, any Prime Rate Loan or USBR Loan funded by the Swingline Lender, in such capacity, until such Loan is repaid by the Borrower or settled among the Lenders pursuant to Section 2.8.5.

“Swingline Sub-limit” means $20,000,000.

“TAPA” means the Amended and Restated Transition and Asset Purchase Agreement dated as of May 1, 2019 between, OLG, the Borrower and Ontario Gaming Assets Corporation, as amended by a first amendment agreement dated June 6, 2019, a second amendment agreement dated June 7, 2019 and a consent agreement dated June 7, 2019 between, among others, the Borrower, the Sponsor, MGE Manager and OLG.

“Taxes” means all taxes of any kind or nature whatsoever including, without limitation, income taxes, sales or value-added taxes, levies in the nature of taxes, stamp taxes, duties, and all deductions and withholdings imposed, levied, collected, withheld or assessed as of the date hereof or at any time in the future, by any Governmental Authority of or within Canada or any other jurisdiction whatsoever having power to tax, together with interest, additions to tax and penalties applicable thereto.

“Term Facility” has the meaning ascribed thereto in Section 2.2.1.

“Term Facility Commitment” means, with respect to each Term Lender at any time, the amount set forth opposite the name of such Term Lender in Schedule A (as such Schedule may be updated from time to time) under the column “Term Facility Commitment”, in each case, subject to such Term Lender’s Rateable Portion of all reductions effected from time to time pursuant to Sections 2.5.2, 2.7, 12.3 or 14.6.

“Term Lender” means a Lender that has a Term Facility Commitment, an Advance outstanding under the Term Facility, or both.

“Termination Event of Default” has the meaning ascribed thereto in the COSA.

“Title Insurer” means, collectively, FCT Insurance Company Ltd. and First American Title Insurance Company.

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“Total Debt” means, at any time, the aggregate amount of all Debt of the Obligors as of such time, determined without duplication on a consolidated basis in accordance with GAAP, but excluding the Convertible Debentures and any other Subordinated Debt.

“Total Leverage Ratio” means, as at any date of determination, the ratio calculated by dividing Total Debt as of such date by Consolidated EBITDAM for the applicable Measurement Period.

“Undrawn Fee” means from and after the date hereof until the Grid Pricing Date, 0.55% per annum, and from and after the Grid Pricing Date, for any day, the rate per annum referred to under the column “Undrawn Fee” as set forth in Schedule B corresponding to the Total Leverage Ratio (as reported on pursuant to the most recent Compliance Certificate delivered pursuant to Section 9.1.1.3) at such time.

“Unfunded Capital Expenditures” means for any period, Capital Expenditures for such period, net of any proceeds of (i) Permitted Debt used to finance such expenditures (other than Advances under the Credit Facilities, except for deemed Advances under the Revolving Facility used to finance leasehold improvements to NFEC in an aggregate principal amount of $6,000,000 in the Operating Year ending March 31, 2020), (ii) Permitted Dispositions of capital assets used to finance such expenditures, and (iii) issuances of Equity Interests or Subordinated Debt of the Borrower used to finance such expenditures.

“USBR Loan” means an Advance in U.S. dollars on which interest is calculated by reference to the U.S. Base Rate.

“U.S. Base Rate” means the greater of:

(a) the rate of interest per annum in effect for such day as publicly announced by the Administrative Agent in Canada from time to time as the reference rate of interest for commercial loans in U.S. dollars to its Canadian borrowers, with each change thereto effective on the date of said corporate base rate change specified in such announcement; and

(b) the Federal Funds Rate plus 0.50% per annum;

“U.S. dollars” or “USD” each mean lawful currency of the United States of America.

Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings in this Section 1.1 when used in any certificate or other document made or delivered pursuant hereto.

1.2 Gender and Number

Words importing the singular include the plural and vice versa and words importing gender include all genders.

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1.3 Certificate of the Administrative Agent as to Rates, etc.

A certificate of the Administrative Agent on behalf of the Lenders certifying the amount of the Applicable Margin, the Discount Rate, the Prime Rate, LIBOR, the U.S. Base Rate, the Acceptance Fee or the L/C Fee at any particular time in respect of any Loan made or maintained or to be made or maintained by the Lenders or any of them hereunder, or of any calculation hereunder, shall be binding and conclusive for all purposes, absent manifest error. No provision hereof shall be construed so as to require the Administrative Agent or any Lender to issue a certificate at any particular time, unless requested to do so by the Borrower to provide evidence of such amount or calculation.

1.4 Interest Provisions

1.4.1    All computations in respect of interest shall be made by the Administrative Agent taking into account the actual number of days occurring in the period for which such interest is payable pursuant to Section 6.2 and a year of 365 (or a year of 366 days in the case of a leap year), or 360 days in the case of a LIBOR Loan.

1.4.2    All computations in respect of undrawn fees or any other fees payable under any Loan Document shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, taking into account the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable.

1.4.3    (i) For purposes of the Interest Act (Canada), whenever any interest or fee under this Agreement is calculated using a rate based on a number of days less than a full calendar year, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or calculated) ends, and (z) divided by such lesser number of days comprising such calculation basis; (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

1.4.4    No provision of this Agreement shall have the effect of requiring the Borrower to pay interest (as such term is defined in section 347 of the Criminal Code (Canada)) at a rate in excess of 60% per annum, taking into account all other amounts which must be taken into account for the purpose thereof and, to such extent, the Borrower’s obligation to pay interest hereunder shall be so limited.

1.5 Headings, etc.

The division of a Loan Document into Articles, Sections and clauses, the inclusion of a cover page and a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of such Loan Document.

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1.6 References

Except as otherwise specifically provided: (i) references in any Loan Document to any contract, agreement or any other instrument shall be deemed to include references to the same as varied, amended, restated, supplemented or replaced from time to time (in accordance with this Agreement, where applicable); (ii) references in any Loan Document to any enactment, including without limitation, any statute, law, by-law, regulation, ordinance or order, shall be deemed to include references to such enactment as re-enacted, amended or extended from time to time; (iii) references to any Person will, unless otherwise specified, include such Person’s successors and permitted assigns, and (iv) the terms “including” or “includes” mean “including without limitation” and “includes without limitation”, respectively.

1.7 Currency

Except as otherwise specifically provided herein, all monetary amounts in this Agreement are stated in Canadian dollars.

1.8 Permitted Liens

Notwithstanding anything to the contrary contained herein (including any provision for, reference to, or acknowledgement of, any Lien or Permitted Lien), nothing herein shall be construed as or deemed to constitute a subordination by the Administrative Agent of any Security in favour of any other Lien or Permitted Lien or any holder of any Lien or Permitted Lien, except where expressly agreed in writing pursuant to an agreement with the holder of such Lien, including without limitation, OLG pursuant to the OLG Direct Agreement.

1.9 Accounting Principles

Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any other Loan Document, such determination, consolidation or other computation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with GAAP.

1.10 Determination of Amount of Loans

For the purpose of determining the amount of Loans or of any Loan at any time, (a) there shall be deemed to be outstanding and advanced in addition to amounts outstanding and directly advanced, without duplication and without affecting other provisions hereof regarding the basis for the calculation of interest or fees, (i) the face amount of all Bankers’ Acceptances then outstanding, and (ii) the maximum amount of all contingent liabilities of the Lenders pursuant to Letters of Credit then outstanding, and (b) all amounts outstanding in U.S. dollars will be converted into to the Equivalent Amount of Canadian dollars.

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1.11 Computation of Time Periods

Except as otherwise specifically provided herein, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

1.12 Actions on Days Other Than Business Days

Except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or such action shall be taken on the first Business Day after such day. If the payment of any amount is deferred for any period under this Section 1.12, then such period shall, unless otherwise provided herein, be included for purposes of the computation of any interest or fees payable hereunder.

1.13 Incorporation of Schedules

The following Schedules annexed hereto shall, for all purposes hereof, form part of this Agreement:

Schedule A	–	Commitments
Schedule B	–	Applicable Margins/Undrawn Fees
Schedule C	–	Borrowing/Rollover/Conversion Notice
Schedule D	–	Repayment Notice
Schedule E	–	Compliance Certificate
Schedule F	–	Form of Assignment and Assumption
Schedule G	–	Form of Subordination Agreement

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Schedule 2.6.3	–	Repayment Schedule for the Term Facility
Schedule 8.1.9	–	Litigation
Schedule 8.1.11	–	Corporate Structure
Schedule 8.1.12	–	Jurisdictions, Locations of Collateral
Schedule 8.1.13	–	Permitted Liens
Schedule 8.1.15	–	Environmental Matters
Schedule 8.1.22	–	Material Authorizations
Schedule 8.1.23	–	Material Agreements
Schedule 8.1.24	–	Real Property
Schedule 8.1.25	–	Benefit Plans
Schedule 8.1.26	–	Labour and Employment Matters
Schedule 8.1.31	–	Excluded Accounts
Schedule 9.2.15	–	Part I - Form of Debenture
Schedule 9.2.15	–	Part II - Form of Landlord Direct Agreement
Schedule 9.3.9	–	Non-Arm’s Length Transactions

ARTICLE 2

THE CREDIT FACILITIES

2.1 Establishment of the Revolving Facility

2.1.1    Subject to the terms and conditions of this Agreement, the Revolving Lenders hereby severally establish a revolving credit facility (the “Revolving Facility”) in favour of the Borrower in accordance with their respective Revolving Facility Commitments.

2.1.2    The Revolving Facility shall be available, at the option of the Borrower, by way of Advances of: (i) Prime Rate Loans in Canadian dollars; (ii) USBR Loans in U.S. dollars; (iii) Bankers’ Acceptances in Canadian dollars; (iv) LIBOR Loans in U.S. dollars, (v) Letters of Credit in Canadian dollars up to the Letter of Credit Sub-limit; and (vi) Swingline Loans in Canadian dollars or U.S. dollars up to the Swingline Sub-limit.

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2.1.3    Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to make Advances by way of Letters of Credit available to the Borrower under the Revolving Facility in accordance with the provisions of Article 5. Upon the issuance of a Letter of Credit by the Issuing Lender, each Revolving Lender hereby irrevocably agrees to purchase from the Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Rateable Portion times the face amount of such Letter of Credit upon notice from the Issuing Lender in accordance with Section 5.3.

2.1.4    Subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrower in accordance with Section 2.8. Upon the making of any Swingline Loan by the Swingline Lender, each Revolving Lender hereby irrevocably agrees to purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Rateable Portion times the principal amount of such Swingline Loan upon notice from the Swingline Lender in accordance with Section 2.8.6.

2.1.5    Notwithstanding any other provision of this Agreement but subject to Section 2.8.8 and Section 5.3.5, no Revolving Lender shall be obligated to make its Rateable Portion of any Advance (and the Borrower shall not request any Advance to be made) to the extent that on any relevant Borrowing Date, after giving effect to any Advance requested: (i) the aggregate principal amount of its Rateable Portion of all Loans under the Revolving Facility would exceed its Revolving Facility Commitment at such time; (ii) the aggregate principal amount of all Swingline Loans would exceed the Swingline Sub-limit at such time or (iii) the aggregate face amount of all Letters of Credit would exceed the Letter of Credit Sub-limit at such time; or (iv) the aggregate principal amount of all Loans under the Revolving Facility would exceed the Aggregate Revolving Facility Commitment at such time.

2.2 Term Facility

2.2.1    Subject to the terms and conditions of this Agreement, the Term Lenders hereby severally establish a non-revolving term credit facility (the “Term Facility”) in favour of the Borrower in accordance with their respective Term Facility Commitments.

2.2.2    The Term Facility shall be available by way of (i) Prime Rate Loans in Canadian dollars and (ii) Bankers’ Acceptances in Canadian dollars.

2.2.3    Notwithstanding any other provision of this Agreement but subject to Section 2.8.8 and Section 5.3.5, no Term Lender shall be obligated to make its Rateable Portion of any Advance (and the Borrower shall not request any Advance to be made) to the extent that on any relevant Borrowing Date, after giving effect to any Advance requested: (i) the aggregate principal amount of its Rateable Portion of all Loans under the Term Facility would exceed its Term Facility Commitment at such time; or (ii) the aggregate principal amount of all Loans under the Term Facility would exceed the Aggregate Term Facility Commitment at such time.

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2.2.4    The Borrower shall be entitled to a maximum aggregate principal amount of Loans under the Term Facility of up to the Aggregate Term Facility Commitment by way of one Advance on the Initial Advance Date drawn rateably from the Term Lenders. All amounts undrawn under the Term Facility on the Initial Advance Date shall be permanently cancelled. Such cancellation shall permanently reduce the Aggregate Term Facility Commitment and each Term Lender’s Term Facility Commitment shall be reduced rateably.

2.3 Nature of Credit Facilities

2.3.1    Subject to the provisions hereof, the Borrower may, until the Final Maturity Date, increase or decrease outstanding Advances under the Revolving Facility by making drawdowns, repayments and further drawdowns up to the Aggregate Revolving Facility Commitment from time to time. Subject to Section 2.7 below, any repayment of Loans outstanding under the Revolving Facility shall not result in a reduction of the Aggregate Revolving Facility Commitment.

2.3.2    The Term Facility shall be a non-revolving facility. Any repayment of Loans outstanding under the Term Facility may not be reborrowed and shall result in a permanent reduction of the Aggregate Term Facility Commitment by an amount equal to the amount of such repayment (and each Term Lender’s Term Facility Commitment shall be reduced rateably).

2.4 Use of Proceeds

2.4.1    The Borrower shall use the proceeds of the Revolving Facility solely for (a) payment of the purchase price in respect of the Purchase Transaction on the Closing Date, (b) general corporate purposes, including working capital, Capital Expenditures and the issuance of Letters of Credit (including the OLG Letter of Credit) and the facilitation of required Threshold (as defined in the COSA) payments from time to time, and (c) transaction fees and expenses in respect of the acquisition of the Business and the Credit Facility.

2.4.2    The Borrower shall use the proceeds of the Term Facility solely for payment of a portion of the purchase price in respect of the Purchase Transaction on the Closing Date.

2.5 Voluntary Repayments and Commitment Reductions

2.5.1    The Borrower may from time to time (without premium or penalty) on any Business Day repay to the Administrative Agent, for the account of the Revolving Lenders or Term Lenders, as applicable, Prime Rate Loans, USBR Loans, LIBOR Loans, Bankers’ Acceptance Loans or portions thereof, under the Revolving Facility or the Term Facility, as applicable, provided that: (a) any such repayment made by the Borrower shall be in a minimum amount of $1,000,000 or U.S.$1,000,000, as applicable, and multiples of $100,000 or U.S.$100,000, as applicable, and shall (unless such payment is required to be made under any particular provision hereof) only be effected by providing a Repayment Notice to the Administrative Agent before 10:00 a.m. (Toronto time) (i) in the case of a Prime Rate Loan or a USBR Loan, at least one (1) Business Day (and no more than three (3) Business Days) prior to the proposed repayment date, (ii) in the case of a Bankers’ Acceptance Loan, at least two (2) Business Days prior to the proposed repayment date, and (iii) in the case of a LIBOR Loan, at least three (3) Business Days prior to the proposed repayment date which Repayment Notice, in each case, once given, shall in each case be irrevocable and binding

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upon the Borrower. Any such repayment of a LIBOR Loan not made on the last day of the relevant Interest Period shall be accompanied by payment by the Borrower of any applicable Breakage Costs. Subject to Section 2.9, any such repayment of a Bankers’ Acceptance Loan and BA Equivalent Loans may only be repaid on the Maturity Date of the BA Period applicable thereto.

2.5.2    The Borrower shall have the right at any time and from time to time, by giving at least three (3) Business Days’ notice to the Administrative Agent which notice, once given, shall be irrevocable and binding upon the Borrower, to reduce the Aggregate Revolving Facility Commitment to a lower amount which is not less than the principal amount of all Loans then outstanding under the Revolving Facility. Such notice shall specify the amount of the reduction, which shall be in a minimum amount of $5,000,000 and multiples of $100,000. The amount of any such reduction so made by the Borrower shall be permanent and irrevocable and shall permanently reduce the Aggregate Revolving Facility Commitment by an amount equal to the amount of such reduction and each Revolving Lender’s Revolving Facility Commitment shall be reduced rateably.

2.6 Mandatory Repayments

2.6.1    On the Final Maturity Date (or on such earlier date as is required by Section 11.2), the Borrower shall repay to the Administrative Agent, for the rateable account of the Revolving Lenders, all amounts then outstanding under the Revolving Facility.

2.6.2    The Borrower shall repay each Swingline Loan in accordance with Section 2.8. If at any time the aggregate of Swingline Loans then outstanding exceeds the Swingline Sub-limit, the Borrower shall immediately repay Swingline Loans in an amount equal to such excess to the Swingline Lender.

2.6.3    The Borrower shall repay to the Administrative Agent, for the rateable account of the Term Lenders, the principal amount of the Term Facility in quarterly installments on each Quarterly Payment Date in accordance with the repayment schedule attached as Schedule 2.6.3, and shall repay in full the remaining balance of the principal amount outstanding under the Term Facility, together with all accrued and unpaid interest and fees thereon, on the Final Maturity Date. For greater certainty, the amortization term is solely for the purpose of determining the repayment schedule and shall not extend the Final Maturity Date.

2.6.4    If at any time the aggregate of Loans then outstanding under the Revolving Facility exceeds the Revolving Facility Commitment then in effect, as a result of a reduction in the Revolving Facility Commitment or for any other reason other than solely as a result of currency fluctuations, the Borrower shall immediately repay Loans under the Revolving Facility in an amount equal to such excess to the Administrative Agent for the account of the Revolving Lenders.

2.6.5    If the Administrative Agent determines that on any day as a result of currency fluctuations the aggregate of (a) Advances in Canadian dollars then outstanding under the Revolving Facility and (b) the Equivalent Amount in Canadian dollars of Loans in U.S.

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dollars then outstanding under the Revolving Facility on such day exceeds the Aggregate Revolving Facility Commitment then in effect by more than 3%, the Administrative Agent shall notify the Borrower that such an event has occurred, and the Borrower shall, within two (2) Business Days upon receipt of such notice, repay Loans under the Revolving Facility in an amount equal to or greater than such excess.

2.6.6    Any repayment under the Revolving Facility pursuant to Section 2.6.2, 2.6.4 or 2.6.5 shall not result in a permanent reduction of the Aggregate Revolving Facility Commitment and any amount so repaid may be redrawn by the Borrower in accordance with the terms of this Agreement.

2.7 Mandatory Prepayments and Commitment Reductions

2.7.1    An amount equal to the Net Proceeds of any Debt for borrowed money (other than Permitted Debt) incurred by any Obligor shall (for greater certainty, without limiting the rights of the Lenders in respect of the incurrence thereof) be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof.

2.7.2    An amount equal to the Net Proceeds of any issuance of Equity Interests by any Obligor (other than Excluded Equity Issuances) shall, in each case, be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof.

2.7.3    An amount equal to the Net Proceeds received by an Obligor from any Permitted Disposition described in clauses (d), (e) and (f) of such definition by any Obligor in excess of $1,000,000 in the aggregate for all Obligors in any Operating Year that is not reinvested in other Property useful for the Business within (x) 270 days following receipt of such Net Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Proceeds within 270 days following receipt thereof, 90 days of the date of such legally binding commitment, shall be applied to the prepayment of Loans outstanding under the Credit Facilities; provided that so long as an Event of Default shall have occurred and be continuing, no Obligor shall be permitted to make any such reinvestment (other than pursuant to a legally binding commitment entered into at a time when no Event of Default was continuing).

2.7.4    An amount equal to the Net Proceeds (i) of any insurance required to be maintained under this Agreement received by an Obligor (or to which an Obligor is entitled pursuant to Section 7.6) on account of any loss, damage or injury to any part of its Property or (ii) of Expropriation of Property received by an Obligor, on a combined basis, in excess of $500,000 in the aggregate for all Obligors in any Operating Year, that are not used for the repair, rebuild or replacement of such Property or reinvested in other Property useful for the Business within (x) 270 days following receipt of such Net Proceeds or (y) if an Obligor enters into a legally binding commitment to repair, rebuild or replace such Property or reinvest in such other Property within 270 days following receipt thereof, 90 days of the date of such legally binding commitment, shall be applied (or to the extent the Administrative Agent is loss payee under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) to the prepayment of Loans outstanding under the Credit Facilities.

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2.7.5    Commencing upon the delivery of the financial statements and Compliance Certificate required to be delivered for the Operating Year ending March 31, 2021, an amount equal to 50% of Excess Annual Cash Flow for each Operating Year shall be paid by the Borrower to the Administrative Agent and applied to the prepayment of outstanding Loans under the Credit Facilities within five (5) Business Days of the date on which the Compliance Certificate in respect of such Operating Year is delivered pursuant to Section 9.1.1.3(a), if the Total Leverage Ratio is greater than 3.00:1.00 as at the end of such Operating Year as reported in such Compliance Certificate. For greater certainty, at no time shall a prepayment be required under this Section 2.7.5 if the Total Leverage Ratio is equal to or less than 3.00:1.00, based on such Compliance Certificate.

2.7.6    An amount equal to the Net Proceeds received by an Obligor on account of OLG Compensation Payments in excess of $500,000 in aggregate received by the Borrower shall within five (5) Business Days of receipt thereof be applied to the prepayment of Loans outstanding under the Credit Facilities.

2.7.7    An amount equal to the proceeds of the initial Advance and all interest (calculated from the Initial Advance Date) and other amounts owing by the Borrower hereunder (in excess of all amounts directly returned to the Lenders pursuant to the Escrow Agreement, which shall be deemed to have been repaid by the Borrower pursuant to this Section 2.7.7), together with the OLG Letter of Credit for cancellation, shall immediately be applied to the repayment of all Obligations of the Borrower hereunder if the Purchase Transaction fails to close in accordance with the TAPA and the Escrow Agreement within one (1) Business Day after the Initial Advance Date.

2.7.8    Prepayments under this Section 2.7 shall be applied (i) first, to the remaining scheduled amortization payments (including the balloon payment due on the Final Maturity Date) under the Term Facility in inverse order of maturity until the Term Facility has been fully repaid, and (ii) second, to the Revolving Facility (provided that there shall be no permanent reduction of the Revolving Facility for any such prepayment of the Revolving Facility).

2.7.9    Any prepayments under Section 2.6 and this Section 2.7 shall be applied (after payment of any accrued and unpaid interest, fees and expenses then due and owing hereunder) as follows: (i) first, to the outstanding principal balance of Prime Rate Loans or USBR Loans, as applicable, (ii) second, to the outstanding principal balance of Bankers’ Acceptance Loans or LIBOR Loans, as applicable, on the applicable Maturity Date thereof, (iii) third, to the outstanding reimbursement obligations with respect to Letters of Credit in the applicable currency, (iv), fourth, to cash collateralize any unmatured Bankers’ Acceptance Loans in the manner contemplated in Section 2.9, and (v) fifth, except where expressly excluded in respect of such mandatory prepayment, to cash collateralize any undrawn principal amounts of Letters of Credit in the manner contemplated in Section 5.4. Any unwind costs associated with the termination of Hedging Arrangements as a result of any such repayment or prepayment shall be for the account of the Borrower.

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2.8 Swingline Loans

2.8.1    Subject to payment of the customary fees and charges of the Swingline Lender for operation of the account, the Swingline Lender shall provide the Borrower with a Canadian dollar account and a U.S. dollar account at the Branch of Account.

2.8.2    At any time that the Borrower would be entitled to obtain Advances under the Revolving Facility, the Borrower shall be entitled to draw cheques or make other debit transactions in Canadian dollars or U.S. dollars on its Canadian dollar account and U.S. dollar account, as applicable, with the Swingline Lender. The amount of any overdraft in the account of the Borrower at the end of each Business Day, subject to appropriate adjustments, shall be deemed to be a Prime Rate Loan to the Borrower by the Swingline Lender in the case of the Canadian dollar account, and a USBR Loan by the Swingline Lender to the Borrower in the case of the U.S. dollar account. The credit balance in such account at the end of each Business Day, subject to appropriate adjustments, shall be applied by the Swingline Lender as a repayment of the outstanding Swingline Loans to the Borrower and such amounts shall be reduced accordingly.

2.8.3    Except as otherwise specified, Swingline Loans shall be subject to all the provisions of this Agreement applicable to Prime Rate Loans and USBR Loans under the Revolving Facility; provided that the minimum notice requirements and minimum amounts and required multiples for Advances and repayments hereunder shall not apply to Swingline Loans. The making of a Swingline Loan shall constitute an Advance and shall reduce the availability of the Swingline Sub-limit and the Revolving Facility by the principal amount of such Swingline Loan.

2.8.4    The aggregate outstanding amount of all Swingline Loans at any time shall not exceed the Swingline Sub-limit. The Swingline Lender’s Rateable Portion of the aggregate principal amount of all Swingline Loans plus all other Loans under the Revolving Facility shall not exceed the Swingline Lender’s Commitment. No Swingline Loan shall be made by the Swingline Lender if it has received notice that an Event of Default has occurred and is continuing.

2.8.5    Notwithstanding anything to the contrary in this Agreement, (a) if an Event of Default occurs, or (b) at any time in its sole and absolute discretion, the Swingline Lender may request on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swingline Lender to so request on its behalf), upon notice to the Administrative Agent by the Swingline Lender no later than 10:00 a.m. (Toronto time) on any day, that each Revolving Lender make a Prime Rate Loan or a USBR Loan, as applicable, on such day in an amount equal to such Revolving Lender’s Rateable Portion of the amount of Swingline Loans made by the Swingline Lender then outstanding. Such request shall be deemed to be a Borrowing/Rollover/Conversion Notice by the Borrower for purposes hereof and shall be made in accordance with the provisions of Section 3.1 without regard solely to the minimum amounts specified therein. The Administrative Agent shall remit the proceeds of any such Advances to the Swingline Lender to be applied in repayment of the Swingline Loans owing to the Swingline Lender then outstanding.

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2.8.6    If for any reason any Swingline Loan cannot be refinanced by an Advance as contemplated by Section 2.8.5, the request for Prime Rate Loans or USBR Loans submitted by the Swingline Lender as set forth in Section 2.8.5 shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.8.5 shall be deemed payment in respect of such participation.

2.8.7    If and to the extent that any Revolving Lender shall not have made the amount of its Rateable Portion of such Swingline Loan available to the Administrative Agent in accordance with the provisions of Section 2.8.5, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of the deemed Borrowing/Rollover/Conversion Notice delivered by the Swingline Lender until the date such amount is paid to the Administrative Agent, for the account of the Swingline Lender, in accordance with prevailing banking industry practice for interbank compensation.

2.8.8    Each Revolving Lender’s obligation to make Advances or to purchase and fund risk participations in a Swingline Loan pursuant to this Section 2.8, shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default or Event of Default, or (c) any other occurrence, event or condition, whether or not similar to any of the foregoing. No funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein.

2.8.9    Notwithstanding anything to the contrary in this Agreement:

(a) the Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline Loans;

(b) until each Revolving Lender funds its Advance or risk participation pursuant to this Section 2.8, to refinance such Revolving Lender’s Rateable Portion of any Swingline Loan, interest in respect of such Rateable Portion shall be solely for the account of the Swingline Lender; and

(c) the Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

2.9 Cash Collateral for Bankers’ Acceptances

Notwithstanding any prohibition in this Agreement on the prepayment of a Bankers’ Acceptance other than on the Maturity Date of the BA Period applicable thereto, on a mandatory prepayment of all or any portion of a Credit Facility, the Borrower may satisfy its obligations with respect to any outstanding Bankers’ Acceptances by depositing with the Administrative Agent, on behalf of the applicable Lenders, cash collateral equal to the full face amount at maturity of each Bankers’ Acceptance on such terms as are acceptable to the

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Administrative Agent. To the extent that the Borrower deposits cash collateral for any such Bankers’ Acceptances, the amount of such Bankers’ Acceptances shall not constitute Debt for purposes of calculation of the Total Leverage Ratio.

ARTICLE 3

OTHER PROVISIONS RELATING TO THE CREDIT FACILITIES

3.1 Advances

3.1.1    Except as set out in Sections 2.8.5, 3.1.2 and 5.3.5, each request by the Borrower for an Advance under the Revolving Facility or the Term Facility shall be made by the delivery of a duly completed and executed Borrowing/Rollover/Conversion Notice to the Administrative Agent and shall be delivered:

3.1.1.1    in the case of Advances of Prime Rate Loans and USBR Loans, not later than 12:00 p.m. (Toronto time) on the first Business Day prior to the proposed Borrowing Date or such shorter period as may be agreed to in writing by the Administrative Agent;

3.1.1.2    in the case of Advances of Bankers’ Acceptances, not later than 12:00 p.m. (Toronto time) on the second Business Day prior to the proposed Borrowing Date or such shorter period as may be agreed to in writing by the Administrative Agent;

3.1.1.3    in the case of Advances of LIBOR Loans, not later than 12:00 p.m. (Toronto time) on the third Business Day prior to the proposed Borrowing Date or such shorter period as may be agreed to in writing by the Administrative Agent; and

3.1.1.4    in the case of Advances of Letters of Credit, not later than 12:00 p.m. (Toronto time) on the third Business Day prior to the proposed Borrowing Date or such shorter period as may be agreed to in writing by the Administrative Agent.

3.1.2    Any notice in respect of a proposed Advance shall be irrevocable and binding on the Borrower.

3.1.3    All Advances under a Credit Facility (other than Advances by way of Letter of Credit) shall be in an amount of at least (a) in the case of Prime Rate Loans and USBR Loans, $1,000,000 or USD$1,000,000, as applicable, and multiples of $100,000 or USD$100,000, as applicable, (b) in the case of Bankers’ Acceptance Loans, $3,000,000 and multiples of $100,000 and (c) in the case of LIBOR Loans, USD$3,000,000 and multiples of USD$100,000.

3.1.4    Any Advances made on the Initial Advance Date shall be made by way of Prime Rate Loans only.

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3.2 Selection of BA Periods and Interest Periods

Notwithstanding any other provision hereof, the Borrower may not select any BA Period or Interest Period in respect of an Advance with a Maturity Date which is later than the Final Maturity Date.

3.3 Rollover and Conversion

3.3.1    Subject to the terms and conditions of this Agreement and provided that no declaration has been made by the Administrative Agent under Section 11.2, the Borrower may from time to time request that a Loan (other than a Swingline Loan) or any portion thereof under a Credit Facility be rolled over or converted to another form of Loan in accordance with the provisions hereof and, for greater certainty, a Prime Rate Loan and a USBR Loan may be converted into another type of Loan at any time in accordance with the provisions hereof.

3.3.2    The Borrower shall repay to the Administrative Agent for the account of the applicable Lenders the full amount of each Bankers’ Acceptance Loan and LIBOR Loan on the Maturity Date of the BA Period or Interest Period applicable thereto, in accordance with the provisions hereof governing repayment and prepayment, unless such Loan shall be rolled over or converted to another form of Loan on such Maturity Date in accordance with the provisions hereof.

3.3.3    Each request by the Borrower for a Rollover or Conversion shall be made by the delivery of a duly completed and executed Borrowing/Rollover/Conversion Notice to the Administrative Agent, and the provisions of Section 3.1 shall apply to the Rollover or Conversion as if such Rollover or Conversion were an Advance.

3.3.4    Each Rollover or Conversion of a Bankers’ Acceptance Loan shall be made effective as of the Maturity Date of the BA Period applicable thereto.

3.3.5    Each Rollover or Conversion of a LIBOR Loan shall be made effective as of the Maturity Date of the Interest Period applicable thereto.

3.3.6    In the case of a Bankers’ Acceptance Loan, if the Borrower does not deliver a Borrowing/Rollover/Conversion Notice at or before the time required by Section 3.3.3 or fails to pay to the Administrative Agent for the account of the applicable Lenders the face amount thereof on the Maturity Date of the relevant BA Period, the Borrower shall be deemed to have requested a Conversion of such Loan to a Prime Rate Loan, the face amount of such Loan shall be deemed to be outstanding as a Prime Rate Loan, and all of the provisions hereof relating to a Prime Rate Loan shall apply thereto.

3.3.7    In the case of a LIBOR Loan, if the Borrower does not deliver a Borrowing/Rollover/Conversion Notice at or before the time required by Section 3.3.3 or fails to pay to the Administrative Agent for the account of the applicable Lenders the LIBOR Loan on the Maturity Date of the relevant Interest Period, the Borrower shall be deemed to have requested a Conversion of such Loan to a USBR Loan, and all of the provisions hereof relating to a USBR Loan shall apply thereto.

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3.3.8    A Rollover or Conversion shall not constitute a repayment of the relevant Loan but shall result in a change in the basis of calculation of interest or fees (as the case may be) for such Loan in accordance with the provisions hereof.

3.3.9    Upon the occurrence of, and during the continuance of, an Event of Default, the Borrower shall not have the right to convert Advances into, or to rollover (i) Bankers’ Acceptance Loans, and each outstanding Bankers’ Acceptance Loan shall automatically convert to a Prime Rate Loan on the Maturity Date of the BA Period applicable thereto, or (ii) LIBOR Loans, and each outstanding LIBOR Loan shall automatically convert to a USBR Loan on the Maturity Date of the applicable Interest Period.

3.4 Payments Generally

All payments in respect of the Credit Facilities (in respect of principal, interest, fees or otherwise) shall be made by the Borrower to the Administrative Agent for value prior to 12:00 p.m. (Toronto time) on the due date thereof to the applicable account of the Borrower at the Branch of Account or such other accounts as may be specified by the Administrative Agent to the Borrower from time to time. Any payments received after such time shall be considered for all purposes as having been made on the next following Business Day unless the Administrative Agent otherwise agrees in writing. All payments in connection with a USBR Loan or LIBOR Loan, or L/C Fees and Fronting Fees in respect of U.S. dollar Letters of Credit, shall be made in immediately available funds in U.S. dollars. All other payments shall be made in immediately available funds in Canadian dollars. The Borrower agrees to indemnify the Administrative Agent and the applicable Lenders for any loss suffered, or cost or expense incurred, by them if the Loans or any part thereof are repaid in another currency. The Borrower also authorizes and directs the Administrative Agent to debit automatically, by mechanical, electronic or manual means, any bank account of the Borrower maintained with the Administrative Agent for all amounts due and payable by the Borrower under this Agreement, including the repayment of principal and the payment of interest, fees and all charges for the keeping of such bank account. The Administrative Agent shall notify the Borrower as to the particulars of those debits in the normal course.

3.5 Funding of Advances

3.5.1    Upon receipt of a Borrowing/Rollover/Conversion Notice with respect to:

3.5.1.1    a Prime Rate Loan or a USBR Loan, the Administrative Agent shall forthwith notify each applicable Lender of the proposed Borrowing Date, Rollover Date or Conversion Date, as the case may be, the principal amount of the relevant Advance, Rollover or Conversion, as the case may be, each applicable Lender’s Rateable Portion of any Advance, the account of the Administrative Agent to be credited by such Lender (if applicable) and all other relevant particulars thereof;

3.5.1.2    a LIBOR Loan, the Administrative Agent shall forthwith notify each applicable Lender of the proposed Borrowing Date, Rollover Date or Conversion Date, as the case may be, the principal amount of the relevant Advance, Rollover or Conversion, as the case may be, each applicable Lender’s Rateable Portion of any Advance, the Interest Period applicable to such LIBOR Loan, the account of the Administrative Agent to be credited by such Lender (if applicable) and all other relevant particulars thereof;

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3.5.1.3    the issuance of a Bankers’ Acceptance, the Administrative Agent shall forthwith notify each Lender of the proposed Borrowing Date, Rollover Date or Conversion Date, as the case may be, the face amount of the draft to be accepted by such Lender as determined in accordance with Section 4.1.2, the BA Period in respect of the draft to be accepted by it, the account of the Administrative Agent to be credited by such Lender (if applicable), and all other relevant particulars thereof; and

3.5.1.4    the issuance of a Letter of Credit, the Administrative Agent shall forthwith notify each Revolving Lender of the proposed Borrowing Date, each Revolving Lender’s Rateable Portion of the amount of the Letter of Credit, the expiry date thereof, the name of the beneficiary and all other relevant particulars thereof.

3.5.2    Each applicable Lender shall, not later than 1:00 p.m. (Toronto time) on the relevant Borrowing Date, credit the Administrative Agent’s account specified in the Administrative Agent’s notice given under this Section with such Lender’s Rateable Portion of each Advance in immediately available funds. The Administrative Agent will, as soon as reasonably practicable after receiving such funds from the applicable Lenders and upon fulfilment of all applicable conditions set forth in this Agreement, make the full amount of such funds available to the Borrower by crediting the Borrower’s account maintained with the Administrative Agent at the Branch of Account (or causing such account to be credited).

3.5.3    Unless the Administrative Agent has been notified by a Lender prior to the Borrowing Date of any Loan requested by the Borrower that such Lender will not make available to the Administrative Agent its Rateable Portion of such Loan, the Administrative Agent may assume that such Lender has made or will make such amount available to the Administrative Agent in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower (or pay, as the case may be) on such date a corresponding amount. If and to the extent such Lender shall not have so made its Rateable Portion of a Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such Lender’s Rateable Portion of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in connection therewith together with interest thereon (in accordance with prevailing industry practice for interbank compensation) for each day from the date such amount is made available by the Administrative Agent until the date such amount is paid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails to so pay, the Borrower shall, without prejudice to any rights the Borrower may have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable to the Administrative Agent pursuant hereto shall be as set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall be conclusive and binding for all purposes, absent manifest error. If such Lender makes the payment to the

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Administrative Agent required herein, the amount so paid (otherwise than in respect of such costs, charges and expenses of the Administrative Agent) shall constitute such Lender’s Rateable Portion of the Loan for purposes of this Agreement. If the Administrative Agent has been notified by a Lender that such Lender will not make available to the Administrative Agent its Rateable Portion of any Loan, the Administrative Agent shall have no obligation to make available such amount to the Borrower under any provision of this Agreement.

3.5.4    The failure of any Lender to fund its Rateable Portion of a Loan shall not relieve any other Lender of its obligation, if any, hereunder to fund its Rateable Portion of the Loan on the relevant Borrowing Date.

3.6 Remittance of Payments

3.6.1    As soon as practicable after receipt of any notice of payment by the Borrower hereunder, the Administrative Agent shall give notice to each Lender of the amount of the payment to be made to it on such day and all other relevant particulars of such payment. Subject to Section 13.13, as soon as practicable after receipt of any repayment or prepayment of any Loans under any Credit Facility or any payment of interest or any other amount payable by the Borrower hereunder, the Administrative Agent shall remit to each Lender its Rateable Portion of such payment or prepayment and its respective entitlement, if any, to any other amount payable by the Borrower hereunder.

3.6.2    If the Administrative Agent, on the assumption that it will receive on any particular date a payment of principal, interest or fees hereunder, remits any amount to the relevant Lenders and the Borrower fails to make such payment, each such Lender agrees to repay to the Administrative Agent forthwith on demand the amount so received by it together with all reasonable costs and expenses incurred by the Administrative Agent in connection therewith (to the extent not reimbursed by the Borrower) and interest thereon, in accordance with prevailing industry practice for interbank compensation, for each day from the date such amount is remitted to the relevant Lender. The amount payable to the Administrative Agent pursuant hereto shall be as set forth in a certificate delivered by the Administrative Agent to each such Lender, which certificate shall be conclusive and binding for all purposes, absent manifest error.

3.7 Payments - No Deduction

All payments to be made by the Borrower pursuant to this Agreement shall be made in full, without set-off or counterclaim, and free of and without deduction or withholding of any kind whatsoever except to the extent required by Applicable Law, and if any such set-off or deduction or withholding is so required and is made, the Borrower will, as a separate and independent obligation to the Administrative Agent (for and on behalf of the applicable Lenders), but subject to Section 12.2 in the case of Taxes, be obligated to pay to the Administrative Agent (for and on behalf of the applicable Lenders), all such additional amounts as may be required to fully indemnify and save harmless the Administrative Agent or the applicable Lenders from such set-off or withholding or deduction and will result in the effective receipt by the Administrative Agent (for and on behalf of the applicable Lenders), of all the amounts otherwise payable to the Administrative Agent or the applicable Lenders in accordance with the terms of this Agreement.

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3.8 Evidence of Debt

The Administrative Agent shall maintain and keep accounts (such accounts to be based on information provided from time to time to the Administrative Agent by the Lenders) showing the amount of all Loans advanced by each of the Lenders, including all Bankers’ Acceptances accepted by each of the Lenders, from time to time and the dates thereof and the interest, fees and other charges accrued thereon or applicable thereto from time to time, and all payments of principal (including prepayments), interest and fees and other payments made by the Borrower to the Administrative Agent from time to time under the Credit Facilities. Such accounts maintained by the Administrative Agent on behalf of itself and each of the Lenders shall, at all times and for all purposes, constitute prima facie evidence of the matters recorded therein. No failure by the Administrative Agent to maintain accounts in the manner required by this Section 3.8 shall affect in any manner the Borrower’s obligations hereunder.

3.9 Individual Obligations

The obligations of each Lender under this Agreement are several. No Lender shall be responsible for any failure or alleged failure on the part of any other Lender to duly perform its obligations under the terms of this Agreement, nor shall the obligations of the Borrower to any Lender be diminished or affected by any failure or alleged failure on the part of any other Lender to duly perform its obligations under the terms of this Agreement.

3.10 Termination of LIBOR Loans

3.10.1    If at any time a Lender determines, acting reasonably (which determination shall be conclusive and binding on the Borrower), that:

3.10.1.1    the LIBOR does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Loan; or

3.10.1.2    it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Loan for an Interest Period selected by the Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Loan for any such period;

then the Lender shall inform the Administrative Agent and, upon at least two (2) Business Days written notice by the Administrative Agent to the Borrower,

3.10.1.3    the right of the Borrower to request LIBOR Loans for such period from that Lender shall be and remain suspended until the Administrative Agent notifies the Borrower that any condition causing such determination no longer exists (but, for greater certainty, the Borrower may borrow LIBOR Loans from other Lenders and from that Lender under any other form of Advance permitted by this Agreement); and

3.10.1.4    if the Lender is prevented from maintaining a LIBOR Loan, the Borrower shall, at its option, either repay the LIBOR Loan to that Lender or convert the LIBOR Loan into other forms of Advance which are permitted by this

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Agreement, and the Borrower shall be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costs, if the Lender is prevented from maintaining a LIBOR Loan.

3.10.2    If at any time the Administrative Agent determines that the LIBOR is not determinable pursuant to clause (a) or (b) in the definition of “LIBOR”, the Administrative Agent shall so notify the Borrower, and the right of the Borrower to request a LIBOR Loan for such period shall be and remain suspended until the condition causing such determination no longer exists (for which the Administrative Agent shall give notice to the Borrower).

3.11 LIBOR Replacement

Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) or the Required Lenders notify the Administrative Agent that the Required Lenders have determined, that:

(a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis, and such circumstances are unlikely to be temporary;

(b) ICE Benchmark Administration Limited (or its successor) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the applicable screen rate shall no longer be made available, or used for determining the interest rate of loans (the “Scheduled Unavailability Date”); or

(c) syndicated credit facilities currently being entered into, or that include language similar to that contained in this Section are currently being amended, to incorporate or adopt a new benchmark interest rate to replace LIBOR;

then, in each case, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent shall provide notice thereof to the Borrower and the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any required conforming changes, and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders and the Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object). To the extent the LIBOR Successor Rate is approved by the Administrative Agent and the Borrower in connection with this clause, the LIBOR Successor Rate shall be applied in a manner consistent

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with market practice; provided that, in each case, to the extent the Administrative Agent (in consultation with the Borrower) determine that such market practice is not administratively feasible, such LIBOR Successor Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders).

If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter the obligation of any Lender to make or maintain LIBOR Loans shall be suspended (to the extent of the affected LIBOR Advances or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for an Advance of, conversion to or continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a USBR Loan, as applicable, in the amount specified therein.

Notwithstanding anything else herein, if any LIBOR Successor Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

ARTICLE 4

BANKERS’ ACCEPTANCES

4.1 Procedure Relating to Bankers’ Acceptances

Subject to the terms and conditions of this Agreement, the Lenders shall accept Bankers’ Acceptances of the Borrower denominated in Canadian dollars on the following terms and conditions:

4.1.1 Each Bankers’ Acceptance shall have a BA Period of one, two, or three months (or such longer period, subject to availability, to which all of the Lenders may agree), and as to each individual Bankers’ Acceptance shall be in a minimum face of $100,000 and an integral multiple of $100,000.

4.1.2 On each Borrowing Date, Rollover Date or Conversion Date on which Bankers’ Acceptances are to be accepted, the Administrative Agent shall advise the Borrower as to the Administrative Agent’s determination of the applicable Discount Rate for the Bankers’ Acceptances which any of the applicable Lenders have agreed to purchase or issue, as the case may be.

4.1.3 Each Lender may from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

4.1.4 To facilitate availment of Advances, Rollovers and Conversions by way of Bankers’ Acceptances, the Borrower hereby appoints each Lender or its agent as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Lender, blank forms of Bankers’ Acceptances. In this respect, it is each Lender’s responsibility to maintain, or cause to be maintained, an adequate supply of blank forms of Bankers’ Acceptances for acceptance under this Agreement. The

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Borrower recognizes and agrees that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Lender or its agent shall bind the Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Borrower. Each Lender is hereby authorized to issue, or cause to be issued, such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such Lender. No Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except the gross negligence or wilful misconduct of the Lender or its officers, employees, agents or representatives. Each Lender shall maintain, or cause to be maintained, a record with respect to Bankers’ Acceptances held by it or its agent in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Lender agrees to provide such records to the Borrower upon request.

4.1.5 Drafts drawn by the Borrower to be accepted as Bankers’ Acceptances shall be signed by a duly authorized officer or officers of the Borrower or by its attorneys including attorneys appointed pursuant to Section 4.1.4. Notwithstanding that any Person whose signature appears on the Bankers’ Acceptance may no longer be an authorized signatory for the Borrower at the time of issuance of a Bankers’ Acceptance, that signature shall nevertheless be valid and sufficient for all purposes as if the authority had remained in force at the time of issuance and any Bankers’ Acceptance so signed shall be binding on the Borrower.

4.1.6 The Administrative Agent, promptly following receipt of a notice of Advance, Rollover or Conversion by way of Bankers’ Acceptance Loans, shall advise the applicable Lenders of the notice and shall advise each such Lender of the face amount of Bankers’ Acceptances to be accepted by it in connection with a Bankers’ Acceptance Loan, and the applicable BA Period (which shall be identical for all Lenders). The aggregate face amount of Bankers’ Acceptances to be accepted by a Lender shall be determined by the Administrative Agent by reference to that Lender’s Rateable Portion (adjusted if necessary in accordance with Section 13.13) of the issue of Bankers’ Acceptances, except that, if the face amount of a Bankers’ Acceptance which would otherwise be accepted by a Lender would not be in a whole multiple of $100,000, the face amount shall be increased or reduced by the Administrative Agent in its sole discretion to the nearest whole multiple of $100,000; provided that after such issuance, no Lender shall have aggregate outstanding Advances in excess of its Commitment.

4.1.7 At or before 10:00 a.m. two (2) Business Days before the Maturity Date of any Bankers’ Acceptances, the Borrower shall give to the Administrative Agent a Borrowing/Rollover/Conversion Notice advising whether the Borrower intends to repay the maturing Bankers’ Acceptances on the Maturity Date or if the Borrower intends to issue Bankers’ Acceptances on the Maturity Date to provide for the payment of the maturing Bankers’ Acceptances. If the Borrower provides notice of repayment, the Borrower shall pay to the Administrative Agent on behalf of the applicable Lenders an amount equal to the aggregate face amount of the Bankers’ Acceptances issued by such Lenders on their Maturity Date. If the Borrower fails to make the payment, the Borrower’s obligations in respect of the

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maturing Bankers’ Acceptances shall be deemed to have been converted on the Maturity Date thereof into a Prime Rate Loan in an amount equal to the face amount of the maturing Bankers’ Acceptances. After such payment or conversion, as the case may be, the Borrower shall have no further liability in respect of such Bankers’ Acceptances, and the applicable Lenders shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such Bankers’ Acceptances.

4.1.8 The Borrower waives presentment for payment and any other defence to payment of any amounts due to a Lender or a Participant in respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of the Bankers’ Acceptance being held, at the maturity thereof, by the Lender in its own right and the Borrower agrees not to claim any days of grace for payment of the amount payable by the Borrower thereunder.

4.1.9 If the Administrative Agent determines in good faith, which determination shall be final, conclusive and binding upon the Borrower, that, by reason of circumstances affecting the money market there is no market for Bankers’ Acceptances or the demand for Bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances created hereunder, then:

(a) the right of the Borrower to request an Advance by means of Bankers’ Acceptances shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Borrower; and

(b) any notice of Advance or Rollover in respect of a Bankers’ Acceptance which is outstanding shall be cancelled and any outstanding notice of Conversion to convert a Prime Rate Loan into a Bankers’ Acceptance shall be cancelled and the request for an Advance or Rollover by means of Bankers’ Acceptance shall be deemed to be a request for an Advance of, or Rollover to, a Prime Rate Loan in the face amount of the requested Bankers’ Acceptance.

The Administrative Agent shall promptly notify the Borrower and the Lenders of the suspension of the Borrower’s right to request an Advance by means of Bankers’ Acceptances and of the termination of any such suspension.

4.1.10 At the option of any Lender, Bankers’ Acceptances under this Agreement to be accepted by that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 4.1.

4.1.11 The Borrower shall not claim any days of grace for the payment at maturity of any Bankers’ Acceptance.

4.1.12 In lieu of accepting bankers’ acceptance drafts on any Borrowing Date, or any date of Rollover or Conversion, as applicable, each Non-BA Lender will make a loan (a “BA Equivalent Loan”) to the Borrower in the amount and for the same term as the draft

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which such Lender would otherwise have been required to accept and purchase hereunder. Any BA Equivalent Loan will be made on the relevant Borrowing Date, or any date of Rollover or Conversion, as applicable, and its Maturity Date will be the Maturity Date of the corresponding Bankers’ Acceptances. The amount of each BA Equivalent Loan will be equal to the Discount Proceeds of the corresponding Bankers’ Acceptances calculated on the basis the applicable Lenders purchased such Bankers’ Acceptances. On the Maturity Date of a BA Equivalent Loan, the Borrower will pay to the Non-BA Lender an amount equal to the face amount of the Bankers’ Acceptance which such Non-BA Lender would have accepted in lieu of making a BA Equivalent Loan if it were not a Non-BA Lender. All provisions of this Agreement with respect to Bankers’ Acceptances will apply to BA Equivalent Loans provided that Acceptance Fees with respect to a BA Equivalent Loan will be calculated on the basis of the amount of such BA Equivalent Loan which the Borrower is required to pay on the Maturity Date.

ARTICLE 5

LETTERS OF CREDIT

5.1 Letters of Credit

5.1.1    Advances under the Revolving Facility shall be available, at the Borrower’s option, by way of Letters of Credit issued on behalf of the Borrower by the Issuing Lender in each case in accordance with this Article 5.

5.1.2    The OLG Letter of Credit shall be deemed to be a Letter of Credit issued and outstanding hereunder as and from the Initial Advance Date until such time as the deemed Advance represented thereby is retired in accordance with Section 5.1.7.

5.1.3    If the Borrower wishes to request an Advance by way of issuance of a Letter of Credit, the Borrower shall, at or prior to the time it delivers the Borrowing/Rollover/Conversion Notice required pursuant to Section 3.1.1, execute and deliver the applicable Issuing Lender’s usual documentation relating to the issuance and administration of Letters of Credit (including, without limitation, the Issuing Lender’s standard form of indemnity agreement in respect of Letters of Credit). In the event of any inconsistency between the terms of such documentation and this Agreement, the terms of this Agreement shall prevail.

5.1.4    Each Letter of Credit shall be denominated in either Canadian dollars or U.S. dollars.

5.1.5    Each Letter of Credit shall expire on a Business Day and no Letter of Credit may be issued for a period in excess of one year or beyond the Final Maturity Date, provided that (a) any Letter of Credit may provide for automatic renewal thereof for any stated period or periods of up to one year in duration in the absence of a timely notice of termination by the applicable Issuing Lender, but in any event no later than the Final Maturity Date, and (b) the OLG Letter of Credit may be issued or extended for a period beyond the Final Maturity Date, subject to compliance with the requirements of Section 5.4 at least five (5) Business Days prior to the Final Maturity Date unless arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender have been made for the return and cancellation thereof on or prior to the Final Maturity Date.

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5.1.6    The maximum aggregate of (i) the face amount of all Letters of Credit outstanding in U.S. dollars and (ii) the Equivalent Amount in U.S. dollars of the face amount of all Letters of Credit outstanding in Canadian dollars at any one time shall not exceed the Letter of Credit Sub-limit.

5.1.7    The full face amount of each Letter of Credit issued hereunder shall be deemed to be an Advance under the Revolving Facility which Advance shall be retired upon the earlier of:

(a) the return of the Letter of Credit to the applicable Issuing Lender for cancellation;

(b) the Maturity Date of the Letter of Credit; or

(c) the deeming of the amount drawn on the Letter of Credit to be a Prime Rate Loan or USBR Loan, as applicable, under the Revolving Facility.

5.2 Payments under Letters of Credit

5.2.1    The Issuing Lender shall at all times be entitled, and is irrevocably authorized by the Borrower, to make any payment under a Letter of Credit for which a request or demand has been made together with any required documents provided they are in the required form, without any further reference to the Borrower and any investigation or enquiry. The Issuing Lender need not concern itself with the propriety or validity of any claim made or purported to be made under the terms of such Letter of Credit (except as to compliance with the payment conditions of such Letters of Credit) and shall be entitled to assume that any Person expressed in such Letter of Credit as being entitled to make demand or receive payments thereunder is so entitled. Accordingly, so long as a request or demand has been made as aforementioned it shall not be a defence to any demand made of the Borrower hereunder, nor shall the Borrower or its obligations hereunder be impaired by the fact (if it be the case) that the Issuing Lender was or might have been justified in refusing payment, in whole or in part, of the amounts so claimed.

5.2.2    A certificate of the applicable Issuing Lender as to the amount paid out under any Letter of Credit shall, in the absence of manifest error, be prima facie evidence of the existence and amount of such payment in any legal action or proceeding arising out of or in connection herewith.

5.3 Reimbursement Obligations of the Borrower

5.3.1    Within one (1) Business Day following payment by the Issuing Lender of any amount under a Letter of Credit, the Borrower shall pay to the Issuing Lender an amount, in the currency in which the Letter of Credit is payable, in same day funds equal to the amount paid by the Issuing Lender thereunder, together with all charges and expenses payable to or incurred by the Issuing Lender in connection with the Letter of Credit.

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5.3.2    If the Borrower fails to pay to the Issuing Lender the amount requested, then the Borrower shall be deemed to have requested a Prime Rate Loan (in the case of Letters of Credit denominated in Canadian dollars) or a USBR Loan (in the case of Letters of Credit denominated in U.S. dollars) in an amount equal to the amount paid by the Issuing Lender, together with all charges and expenses payable to or incurred by the Issuing Lender in connection with the Letter of Credit.

5.3.3    The Borrower hereby undertakes to indemnify and hold harmless the Issuing Lender, the Administrative Agent and each Revolving Lender from time to time from and against all liabilities and costs (including, without limitation, any costs incurred in funding any amount which falls due from any Revolving Lender under any Letter of Credit hereunder) to the extent that such liabilities or costs are not satisfied or compensated by the payment of interest on sums due pursuant to this Agreement in connection with any Letter of Credit, except where such liabilities or costs result from the gross negligence or wilful misconduct of the Person claiming indemnification.

5.3.4    Each Revolving Lender shall, on request by the Issuing Lender, immediately pay to the Issuing Lender an amount equal to such Revolving Lender’s Rateable Portion of the amount paid by the Issuing Lender such that each Revolving Lender is participating in the deemed Loan referred to in Section 5.3.2 in accordance with its Rateable Portion.

5.3.5    Each Revolving Lender shall be required to make the Advances referred to in Section 5.3.2 or the payments referred to in Section 5.3.4 notwithstanding (i) the amount of the Advance may not comply with the minimum amount required for Advances hereunder; (ii) whether any conditions specified in Section 10.2 are then satisfied; (iii) whether a Default or Event of Default has occurred and is continuing; (iv) the date of such Advance; and (v) whether the Aggregate Commitment has been, or, after the making of such Advance, will be, exceeded.

5.3.6    Each Revolving Lender shall immediately on demand indemnify the Issuing Lender to the extent of such Revolving Lender’s Rateable Portion of any amounts paid or liability incurred by the Issuing Lender under each Letter of Credit to the extent that the Borrower does not fully reimburse the Issuing Lender therefor.

5.4 Cash Collateral for Letters of Credit

If any Letter of Credit is outstanding upon the occurrence of an Event of Default or on the Final Maturity Date, the Borrower shall, if required by the Administrative Agent, either forthwith pay to the Administrative Agent for the benefit of the applicable Issuing Lender an amount or provide it with other security satisfactory to the Issuing Lender and the Administrative Agent (whether by way of a letter of credit from a financial institution approved by the Issuing Lender or otherwise) (the “deposit collateral”) equal to the undrawn principal amount of the outstanding Letter of Credit and in the currency of such Letter of Credit, which deposit collateral shall be held by the Administrative Agent for application against the indebtedness owing by the Borrower to the Issuing Lender in respect of any draw on the outstanding Letter of Credit. In the event that the Issuing Lender is not called upon to make full payment on the outstanding Letter of Credit prior to its Maturity Date, the deposit collateral, or any part thereof as has not been paid out, shall, so long as no Event of Default then exists, be returned to the Borrower.

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5.5 Risks of Letters of Credit

The obligations of the Borrower with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(a) any lack of validity or enforceability of any Loan Document or the Letters of Credit;

(b) any amendment or waiver of, or any consent to or actual departure from, this Agreement;

(c) the existence of any claim, set-off, defence or other right which the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), the Issuing Lender, the Lenders, or any other Person or entity, whether in connection with this Agreement, the transactions contemplated herein or in any other agreements or any unrelated transactions;

(d) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect except for non-compliance with the payment conditions of such Letter of Credit; or

(e) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

It is understood and agreed that neither the Issuing Lender, the Revolving Lenders nor the Administrative Agent shall have any liability for, and that the Borrower assumes all responsibility for: (i) the genuineness of any signature; (ii) the form, validity, genuineness, falsification and legal effect of any draft, certification or other document required by a Letter of Credit or the authority of the Person signing the same; (iii) the failure of any instrument to bear any reference or adequate reference to a Letter of Credit or the failure of any Persons to note the amount of any instrument on the reverse of a Letter of Credit or to surrender a Letter of Credit; (iv) the good faith or acts of any Person (other than itself and its agents and employees); (v) the existence, form or sufficiency or breach or default under any agreement or instruments of any nature whatsoever; (vi) any delay in giving or failure to give any notice, demand or protest; and (vii) any error, omission, delay in or non-delivery of any notice or other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit and whether such other documents are in proper and sufficient form for compliance with a Letter of Credit shall be made by the applicable Issuing Lender in its sole discretion, which determination shall be conclusive and binding upon the Borrower absent manifest error. It is agreed that the Issuing Lender may honour, as complying with the terms of a Letter of Credit and this Agreement, any documents otherwise in order and signed or issued by the beneficiary thereof. Any action, inaction or omission on the part of the Issuing Lender under or in connection with the Letters of Credit or any related instruments or documents, if in good faith and in conformity with such laws,

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regulations or commercial or banking customs as the Issuing Lender may reasonably deem to be applicable, absent any gross negligence or willful misconduct by the Issuing Lender, (A) shall be binding upon the Borrower, and (B) shall not affect, impair or prevent the vesting of the rights or powers of the Issuing Lender, the Administrative Agent or the Revolving Lenders hereunder or the Borrower’s obligation to make full reimbursement of amounts drawn under the Letters of Credit.

ARTICLE 6

INTEREST AND FEES

6.1 Interest Rates

6.1.1    Prime Rate Loans shall bear interest at a rate per annum equal to the sum of the Prime Rate in effect from time to time plus the Applicable Margin.

6.1.2    USBR Loans shall bear interest at a rate per annum equal to the sum of the U.S. Base Rate in effect from time to time plus the Applicable Margin.

6.1.3    LIBOR Loans shall bear interest at a rate per annum equal to the sum of the LIBOR in effect from time to time plus the Applicable Margin.

6.2 Calculation and Payment of Interest

Interest on Prime Rate Loans, USBR Loans and LIBOR Loans shall accrue from day to day, both before and after default, demand, maturity and judgment, and shall be payable to the Administrative Agent for the account of the applicable Lenders in Canadian dollars for Prime Rate Loans and in U.S. dollars for USBR Loans and LIBOR Loans, in each case, in arrears on each Interest Payment Date for the period from and including the Borrowing Date or the last Interest Payment Date (as the case may be) to but excluding the Interest Payment Date on which payment is made. Interest on Prime Rate Loans and USBR Loans shall be calculated based on a year of 365 or 366 days on the principal amount of the Prime Rate Loans and USBR Loans remaining unpaid on each day. Interest on LIBOR Loans shall be calculated on the principal amount of the LIBOR Loans outstanding during such period and on the basis of the actual number of days elapsed divided by 360. Where the rate applicable to a Prime Rate Loan or USBR Loan, as applicable, is changed, interest shall be charged at the new rate as of and including the day on which such change is effective.

6.3 Determination of Discount Rate and Fees on Bankers’ Acceptances

The Administrative Agent shall, at or about 10:00 a.m. (Toronto time) or as soon thereafter as is reasonably practicable on the first day of each BA Period, notify the Borrower and each Lender of the Discount Rate as determined by the Administrative Agent on such date. Upon acceptance of a Bankers’ Acceptance by the Lenders, the Borrower shall pay to the Administrative Agent on behalf of the Lenders a fee (the “Acceptance Fee”) calculated on the face amount of the Bankers’ Acceptance at a rate per annum equal to the Applicable Margin on the basis of the number of days in the BA Period for the Bankers’ Acceptance and a year of 365 days.

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6.4 Letter of Credit Fees

6.4.1    In connection with any Letter of Credit issued hereunder, the Borrower shall pay to the Administrative Agent on behalf of the Revolving Lenders a fee (the “L/C Fee”) calculated on the average daily aggregate of the then undrawn and unexpired amount of all Letters of Credit outstanding during the period (or any portion thereof) for which payment is being made at a rate per annum equal to the Applicable Margin. L/C Fees shall be payable in arrears on the fifth Business Day after the end of each Fiscal Quarter and on the termination of the Revolving Facility, and calculated based on the actual days elapsed in a 365 or 366 day year, as the case may be.

6.4.2    The Borrower shall also pay to the Administrative Agent on behalf of the applicable Issuing Lender a fronting fee (the “Fronting Fee”) at a rate of 0.25% per annum calculated on the average daily aggregate of the then undrawn and unexpired amount of all Letters of Credit issued by the Issuing Lender and outstanding during the period (or any portion thereof) for which payment is being made. Fronting Fees shall be payable in arrears on the third Business Day after each Fiscal Quarter and on the termination of the Revolving Facility, and calculated based on the actual days elapsed in a 365 or 366 day year, as the case may be.

6.4.3    The L/C Fees and the Fronting Fees shall be payable in the currency in which the applicable Letter of Credit is denominated.

6.4.4    In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and reasonable expenses as are incurred or charged by the Issuing Lender or the Administrative Agent, as the case may be, in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

6.5 Undrawn Fee

From and after the date hereof, undrawn fees shall accrue, and the Borrower shall pay to the Administrative Agent for the rateable account of the Lenders, an amount equal to the Undrawn Fee calculated daily based on a year of 365 or 366 days, as the case may be, on the unutilized and uncancelled portion of the Revolving Facility on each day in the applicable period. The Undrawn Fee shall be payable in arrears on the fifth Business Day after the end of each Fiscal Quarter and on the termination or cancellation of the Revolving Facility.

6.6 Agency Fee

In consideration of the Administrative Agent acting in such capacity under the Loan Documents, the Borrower will pay to the Administrative Agent agency fees in the amounts specified in the Agency Fee Letter.

6.7 Other Fees

The Borrower shall pay to BMO, in its capacity as a Joint Lead Arranger, other fees in accordance with the Arrangement Letter.

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6.8 Default Interest

Upon the occurrence of, and during the continuance of, an Event of Default, the Applicable Margin otherwise in effect under this Agreement in respect of all Advances will increase by an additional 2% per annum, to the extent permitted by Applicable Law.

6.9 Interest on Overdue Amounts

If any amount owed by a Loan Party to the Lenders under any of the Loan Documents is not paid when due and payable, such overdue amount shall bear interest, payable on demand at a rate per annum equal to the interest rate otherwise applicable under this Agreement from time to time to such amount (or, if there is no provision in any Loan Document specifying the interest payable on such overdue amount, at a rate per annum equal to the Prime Rate plus 2% or the U.S. Base Rate plus 2%, as applicable, to the extent permitted by Applicable Law), in each such case, from the date of non-payment until paid in full (together with any increased interest payable hereunder after the occurrence and during the continuance of an Event of Default).

ARTICLE 7

SECURITY AND INSURANCE

7.1 Security

To secure the due and punctual payment of all Secured Obligations, the Borrower shall deliver or cause to be delivered to the Administrative Agent for and on behalf of the Lenders and other Secured Parties from time to time the following security, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent, together with any relevant or required power of attorney, authorization and direction to register, registrations, filings and other supporting documentation and opinions of counsel as may be requested by the Administrative Agent or its counsel, acting reasonably:

7.1.1    a guarantee and postponement of claim from each Guarantor guaranteeing the due payment and performance to the Administrative Agent for and on behalf of the Secured Parties of all present and future Secured Obligations of the Borrower (and, in the case of CSI, subject to the OLG Direct Agreement and with limitations satisfactory to the Administrative Agent to reflect the exclusion of Excluded CSI Assets from the Secured Parties’ claims);

7.1.2    a limited recourse guarantee from each Limited Recourse Guarantor;

7.1.3    a general security agreement from the Borrower and each Guarantor in favour of the Administrative Agent for and on behalf of the Secured Parties constituting a first-priority Lien (subject only to Permitted Liens) on all of its present and future personal property and fixtures, including all licences acquired by the Borrower or the Guarantor pursuant to the TAPA (subject to excluded property, including Excluded Accounts, as defined therein and, in the case of CSI, excluding the Excluded CSI Assets);

7.1.4    a securities pledge agreement in favour of the Administrative Agent for and on behalf of the Secured Parties constituting a first-priority Lien (subject only to Permitted Liens) in respect of all present and future Equity Interests held by such Obligor in any other Obligor;

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7.1.5    a securities pledge agreement in favour of the Administrative Agent for and on behalf of the Secured Parties constituting a first-priority Lien (subject only to Permitted Liens) in respect of all present and future Equity Interests and Subordinated Debt of the Borrower held by such Limited Recourse Guarantor;

7.1.6    a fixed and floating charge debenture from each Obligor in favour of the Administrative Agent for and on behalf of the Secured Parties constituting a first fixed charge on such Obligor’s interest in each of the Leases (excluding, for clarity, the Kent Street Parking Licences) and other real property interests;

7.1.7    an assignment by way of security of each of the Material Agreements (other than the Leases) from each Obligor party thereto in favour of the Administrative Agent for and on behalf of the Secured Parties constituting a first priority Lien (subject only to Permitted Liens) on such agreements;

7.1.8    Subordination Agreements in respect the Convertible Debentures and any other Subordinated Debt; and

7.1.9    all share certificates, stock powers of attorney, consents, authorizations and other documents reasonably required by the Administrative Agent in order to make valid and effective the aforementioned agreements.

7.2 After Acquired Property and Further Assurances

7.2.1    The Borrower shall, and shall cause each other Loan Party to, from time to time at the expense of the Borrower and, at the reasonable request of the Administrative Agent, execute and deliver all such further instruments and documents (including instruments of assignment, transfer, mortgage, pledge or charge) in connection with any Property of the Borrower or of such other Loan Party (provided that any real property mortgage or debenture shall only be required in respect of owned real property with a fair market value in excess of $500,000), whether now existing or acquired by the Borrower or such other Loan Party after the date hereof and intended to be subject to the Security (including any insurance thereon), including any such instruments reasonably required as a result of any transaction permitted by this Agreement, and take such further action within its control as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits granted or intended to be granted to the Administrative Agent by the Security Documents and of the rights and remedies therein granted to the Administrative Agent, including the filing of financing statements or other documents under any Applicable Law with respect to Liens created thereby.

7.2.2    Within thirty (30) days of the date on which any Person shall become a Subsidiary of the Borrower, the Borrower shall cause such Person to execute and deliver to the Administrative Agent a guarantee in form and substance satisfactory to the Administrative Agent whereby such Person guarantees all present and future Secured Obligations, and to execute and deliver to the Administrative Agent such Security Documents as are reasonably

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required by the Administrative Agent (in form and substance similar to the Security Documents previously delivered and otherwise reasonably satisfactory to the Administrative Agent) to provide the Administrative Agent with a first-priority Lien (subject only to Permitted Liens) in all of the present and future Property of such Person.

7.2.3    Within thirty (30) days of the date on which any Person shall become a direct holder of Equity Interests or Subordinated Debt of the Borrower, the Borrower shall cause such Person to execute and deliver to the Administrative Agent a limited recourse guarantee in form and substance satisfactory to the Administrative Agent whereby such Person guarantees, on a limited recourse basis, all present and future Secured Obligations, and to execute and deliver to the Administrative Agent a securities pledge agreement (in form and substance similar to the securities pledge agreements previously delivered and otherwise reasonably satisfactory to the Administrative Agent) to provide the Administrative Agent with a first-priority Lien (subject only to Permitted Liens) in all of the present and future Equity Interests or Subordinated Debt held by such Limited Recourse Guarantor in the Borrower.

7.2.4    In connection with the execution and delivery of any guarantee, pledge agreement, mortgage, hypothec, security agreement or analogous document pursuant to this Section 7.2, the Borrower shall, and the Borrower shall cause each other Loan Party to, deliver to the Administrative Agent such corporate resolutions, certificates, legal opinions and such other related documents as shall be reasonably requested by the Administrative Agent, and consistent with the relevant forms and types thereof delivered on the Initial Advance Date or as shall be otherwise reasonably acceptable to the Administrative Agent. Each guarantee, pledge agreement, mortgage, hypothec, security agreement and any other analogous document delivered pursuant to this Section 7.2 shall constitute a Security Document and shall be deemed to be a Loan Document from and after the date of execution thereof.

7.3 Security Effective Notwithstanding Date of Advance

The Liens created under any of the Security Documents shall be effective and the undertakings in the Loan Documents in respect thereto shall be continuing, whether the monies hereby or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Liens or before or after or upon the date of execution of this Agreement. The Security shall not be affected by any payments on the Loans, by the balance of the Loans fluctuating from time to time or by the accounts established under Section 3.8 ceasing to be in a debit balance, but shall constitute continuing security to the Lenders for the Obligations under or in respect of Advances from time to time.

7.4 No Merger

The Security shall not merge in any other security. No judgment obtained by or on behalf of the Lenders or any of them shall in any way affect any of the provisions of this Agreement or any of the Security Documents. For greater certainty, no judgment obtained by or on behalf of the Lenders or any of them shall in any way affect the obligation of the Borrower to pay interest at the rates, at the times and in the manner provided in this Agreement.

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7.5 Cash Management Obligation and Hedging Obligations

In addition to the Obligations, the Security shall secure the following Secured Obligations of the Obligors owing to the Secured Parties from time to time:

(a) Cash Management Obligations in respect of cash management services provided by a Lender or an Affiliate thereof, to an Obligor at a time when it had a Commitment under a Credit Facility, even if its Commitment has terminated or has been repaid in full or it has assigned or participated its Commitment; and

(b) Hedging Obligations in respect of Hedging Arrangements entered into by a Lender or any Affiliate thereof with an Obligor at a time when it had a Commitment under a Credit Facility or which existed at the time such Person (or its Affiliate) became a Lender, even if its Commitment has terminated or has been repaid in full or it has assigned or participated its Commitment,

in each case, on a rateable basis with all of the other Obligations (but, for greater certainty, in the case of clauses (a) or (b) above, only to the extent such Cash Management Obligations or Hedging Obligations were incurred at the time such Lender had a Commitment under a Credit Facility).

7.6 Insurance Proceeds

7.6.1    Subject to Section 7.6.3, all insurance proceeds in respect of the Property of the Obligors received by the Administrative Agent as loss payee aggregating $500,000 or less in aggregate in respect of any Operating Year shall be released to the applicable Obligor, to be applied to the prompt repair, rebuild or replacement of the damaged Property or otherwise applied in accordance with Section 2.7.4.

7.6.2    Subject to Section 7.6.3, all insurance proceeds in respect of the Property of the Obligors received by the Administrative Agent as loss payee aggregating more than $500,000 in aggregate in respect of any Operating Year shall be held by the Administrative Agent and released by the Administrative Agent to the applicable Obligor (i) for purposes of the repair, rebuild or replacement of the damaged Property upon satisfaction of the Repair Conditions, or (ii) otherwise for purposes of application in accordance with Section 2.7.4, in each case within the time period specified therein, and if not so applied within such time period shall be applied to repayment of the Loans under the Credit Facilities in accordance with this Agreement.

7.6.3    No Obligor shall be entitled to any proceeds of insurance in respect of its Property if there exists a Default or Event of Default. In such circumstances, all such insurance proceeds shall be held by the Administrative Agent until such time as the Default or Event of Default is cured. If the Obligations are accelerated pursuant to Section 11.2, all such retained insurance proceeds shall be applied by the Administrative Agent against such of the Secured Obligations as the Lenders may determine.

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7.7 Survivorship

The provisions of this Article 7 and all other provisions of this Agreement which are necessary to give effect to each of the provisions of this Article 7 shall survive the repayment in full of the Credit Facilities until such time as all of the Secured Obligations have been repaid in full and all of the Commitments of the Lenders and the Administrative Agent in connection therewith have been terminated.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties

The Borrower represents and warrants to the Administrative Agent and the Lenders as follows and acknowledges that the Administrative Agent and each Lender is relying upon such representations and warranties in entering into this Agreement and in providing Advances hereunder:

8.1.1    Incorporation and Status. Each Obligor is: (i) duly incorporated, organized or formed and validly existing under the laws of its jurisdiction of incorporation, organization or formation; and (ii) registered or qualified to carry on business in the Province of Ontario and in each other jurisdiction in which it carries on business or owns, leases or operates Property except, in the case of any such other jurisdiction, where failure to be so registered or qualified could not reasonably be expected to have a Material Adverse Effect.

8.1.2    Power and Capacity. Each Obligor has the corporate, partnership or other constitutional power and capacity to own and operate its Property and to carry on the Business, to enter into each of the Loan Documents to which it is a party and to do all acts and things as are required or contemplated hereunder or thereunder to be done, observed and performed by it.

8.1.3    Due Authorization. Each Obligor has taken all necessary corporate, partnership and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party.

8.1.4    Compliance. The execution and delivery by each Obligor, and the performance by it of its obligations under the Loan Documents to which it is a party, does not and will not contravene, breach or result in any default under (i) Applicable Law, (ii) its partnership agreement, articles, by-laws or other organizational documents, or (iii) any Material Agreement or Material Authorization to which it is a party or by which it or any of its Property is bound.

8.1.5    Enforceability. Each of the Loan Documents constitutes, or upon execution and delivery will thereupon and thereafter constitute, a valid and binding obligation of each Obligor party thereto, enforceable against each of them in accordance with its terms, subject only to the qualifications set out in the opinion of counsel delivered pursuant to Section 10.1.17.

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8.1.6    No Governmental Consents Required. No authorization, consent or approval of, or filing with or notice to any Governmental Authority is required in connection with the execution, delivery or performance by (i) the Borrower of this Agreement, or (ii) each Obligor of any of the other Loan Documents to which it is a party, other than the consent of OLG which is evidenced by the OLG Direct Agreement and such other notices to and filings with Governmental Authorities which have been made and reported on to the Administrative Agent.

8.1.7    Third Party Consents. Each Obligor has obtained, made or taken all material consents, approvals, authorizations, declarations, registrations, filings, notices and other actions whatsoever required in connection with the execution, delivery and performance by it of the Loan Documents to which it is a party and all other agreements or instruments delivered pursuant to such Loan Documents and the consummation of the transactions contemplated by such Loan Documents, including (i) consent of each of the landlords under the Leases as evidenced by the applicable Landlord Direct Agreement (other than with respect to the Dorchester Lease except as provided in Section 9.2.16), and (ii) consent of the MGE Manager as evidenced by the MGE Manager Direct Agreement.

8.1.8    Financial Statements. The audited annual consolidated financial statements of the Borrower and interim unaudited consolidated financial statements of the Borrower provided to the Lenders from time to time after the Closing Date, in the form delivered by the Borrower to the Lenders, will, when delivered, each have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial position of the Borrower and the results of its operations and cash flows for the period covered thereby (subject to year-end adjustments and the absence of footnotes in the case of the interim financial statements).

8.1.9    No Litigation. Except as disclosed in Schedule 8.1.9 as of the date hereof, there are no litigation, arbitration, administrative or regulatory proceedings outstanding, pending or, to the knowledge of any Obligor, threatened in writing against any Obligor or any of their respective Property that (i) involve the Material Agreements or (ii) could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

8.1.10    Compliance with Laws. Each Obligor is in compliance in all respects with all Applicable Laws, except where failure to do so could not reasonably be expected to have a Material Adverse Effect.

8.1.11    Corporate Structure. The capital structure of the Obligors, each Limited Recourse Guarantor and the Sponsor and any intermediate holding entities, including the direct beneficial owners of all of the issued and outstanding Equity Interests of such entities (other than the Sponsor), is set out in Schedule 8.1.11 (as updated from time to time in accordance with Section 9.1.1.3(c)). At the Closing Date, except as set out in the Investor Rights Agreement and the Convertible Debentures, no Person has any right or option to purchase or otherwise acquire any of the issued and outstanding Equity Interests of any Obligor. No Obligor has any Subsidiaries other than as identified on Schedule 8.1.11 (as updated from time to time in accordance with Section 9.1.1.3(c)), and all of the Equity Interests held by any Obligor in any other Person are set out in Schedule 8.1.11 (as updated from time to time in accordance with Section 9.1.1.3(c)).

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8.1.12    Jurisdictions, Locations of Collateral. Schedule 8.1.12 (as updated from time to time in accordance with Section 9.1.1.3(c)), correctly sets forth with respect to each of the Obligors: (a) the jurisdiction of incorporation, organization or formation, as applicable, (b) the chief executive office, registered office and principal place of business, and (c) all bank accounts maintained with financial institutions other than the Administrative Agent.

8.1.13    Liens. Each Obligor has good and marketable title to its Property, in each case free and clear of all Liens, other than Permitted Liens. The Property owned by the Obligors is sufficient in order for the Business to be carried on as currently conducted.

8.1.14    Taxes. Each Obligor has timely filed or caused to be filed all material Tax returns which, to the Borrower’s knowledge, are required to have been filed and has paid or caused to be paid all Taxes shown to be due and payable on such returns or on any assessments or reassessments made against it or any of its Property and all other material Taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided in its books).

8.1.15    Environmental Matters. Except as disclosed in Schedule 8.1.15 (as updated from time to time in accordance with Section 9.1.1.3(c)):

8.1.15.1    all property, facilities and equipment thereon owned, leased, used or operated by an Obligor have (to the knowledge of the Borrower) been, and from and after the Closing Date will be, owned, leased, used or operated, and each of the Obligors is in compliance in all material respects with all Environmental Laws;

8.1.15.2    to the knowledge of the Borrower, there are no pending or threatened complaints, notices, claims, actions, investigations, prosecutions, orders or requests for information with respect to any actual or alleged material Environmental Liability of, including any actual or alleged material violation of Environmental Law or Environmental Permits by, any Obligor;

8.1.15.3    to the knowledge of the Borrower, there has been no use, Release, generation, manufacturing, production or storage of Hazardous Substances or, to the knowledge of the Borrower, by any third party in, at, on, under, near or from any Property owned, leased, used or operated by an Obligor that could reasonably be expected to have a Material Adverse Effect;

8.1.15.4    the Obligors hold all material Environmental Permits required for the operation of the Business as presently conducted, are in compliance in all material respects with all such Environmental Permits, all such Environmental Permits have been validly issued and are in full force and effect;

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8.1.15.5    to the knowledge of the Borrower, no conditions, facts or circumstances exist at, on or under any Property owned, leased, used or operated by any Obligor which, with the passage of time, or the giving of notice or both, could reasonably be expected to give rise to an Environmental Liability that could reasonably be expected to have a Material Adverse Effect; and

8.1.15.6    the Borrower has in effect a management system and policies and procedures in respect of its Environmental Activities designed to manage and mitigate Environmental Liability, maintain compliance with Environmental Laws and Environmental Permits, and respond in a timely and effective manner in compliance with Environmental Laws in the event of non-compliance therewith or a Release of Hazardous Substances.

8.1.16    Insurance. The Obligors maintain insurance (including business interruption insurance, property insurance and general liability insurance) with responsible insurance carriers and in such amounts and covering such risks as have been determined by the Borrower to be appropriate and prudent in the circumstances (and, in any event, as required by Section 9.2.10 and by any Material Agreement or Lease). All such material insurance policies are in full force and effect, all premiums with respect thereto have been paid in accordance with their respective terms, and no notice of cancellation or termination has been received with respect to any such policy. No Obligor maintains any formalized self-insurance program with respect to its assets or operations or material risks with respect thereto. The certificate of insurance delivered to the Administrative Agent pursuant to Section 10.1.15 contains an accurate and complete description of all material policies of insurance owned or held by the Obligor and such insurance complies in all material respects with the requirements of this Section 8.1.16.

8.1.17    Default.

8.1.17.1    No Default or Event of Default has occurred and is continuing.

8.1.17.2    No Obligor is in breach (after giving effect to any applicable grace or cure period) in any material respect of (a) any Material Agreement, (b) any other agreement governing Debt outstanding in a principal amount in excess of $10,000,000, or (c) any other contractual obligation, judgment or decree, relating in any way to it, any Casino Facility, the operation of the Business or to its Property, the breach or violation of which could, in the case of clause (c), reasonably be expected to result in a Material Adverse Effect.

8.1.18    Material Adverse Change. No event has occurred which has resulted in or which could reasonably be expected to result in a Material Adverse Change.

8.1.19    Intellectual Property.

8.1.19.1    Each Obligor has obtained and maintains in full force and effect all Intellectual Property as is required or desirable for it to carry on the Business and perform its obligations under the Material Agreements, except to the extent the failure to obtain or maintain same could not reasonably be expected to have a Material Adverse Effect.

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8.1.19.2 There has been no material violation (or asserted violation) by an Obligor of the terms and conditions governing such Obligor’s use of any material licensed Intellectual Property.

8.1.20    Debt. No Obligor has outstanding any Debt that is not Permitted Debt.

8.1.21    Books and Records. All books and records of each Obligor have been fully, properly and accurately kept and completed in accordance with GAAP (to the extent applicable) in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

8.1.22    Material Authorizations.

8.1.22.1    The Borrower and each Guarantor possess all Material Authorizations required to (i) own the Casino Facilities currently owned or contemplated herein to be acquired and (ii) conduct the Business as currently conducted or as contemplated herein to be conducted.

8.1.22.2    Except as set forth on Schedule 8.1.22 or as otherwise disclosed to the Administrative Agent from time to time in accordance with Section 9.1.4, all Material Authorizations referred to in Section 8.1.22.1 are in full force and effect, no such Material Authorization is subject to any material dispute, and no material breach, non-compliance or default has occurred and is continuing in respect of any such Material Authorization.

8.1.23    Material Agreements and OLG Policies.

8.1.23.1    Except as set forth in Schedule 8.1.23 (as updated from time to time in accordance with Section 9.1.1.3(c)), no Obligor is a party to or otherwise subject to or bound by any Material Agreement not listed in the definition thereof.

8.1.23.2    Except as set forth in Schedule 8.1.23 (as updated from time to time in accordance with Section 9.1.1.3(c)), all the Material Agreements are in full force and effect, unamended.

8.1.23.3    A true and complete copy of each Material Agreement has been delivered to the Administrative Agent.

8.1.23.4    Each Obligor is in compliance in all material respects with the Material Agreements to which it is party, and no Obligor has received written notice from the counterparty asserting or alleging that any material default on the part of any Obligor has occurred and is continuing in respect of any Material Agreement. Without limiting the generality of the foregoing, all amounts payable by the Borrower to OLG pursuant to the COSA have been paid. To the Borrower’s knowledge, except as disclosed to the Administrative Agent, no other party to any Material Agreement is in material default with respect thereto.

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8.1.23.5    Each Obligor is in compliance in all material respects with all applicable Gaming Laws and with the OLG Policies, and no Obligor has received notice from OLG or any other Gaming Authority asserting or alleging any material non-compliance therewith.

8.1.24    Real Property.

8.1.24.1    As of the date hereof, no Obligor is the owner of, or under any agreement or option to own, any real property.

8.1.24.2    With respect to each Casino Location, the Borrower has as of the date hereof good and valid rights to use and occupy the leased premises pursuant to a good and marketable leasehold or subleasehold interest obtained under the relevant Lease. Schedule 8.1.24 (as updated from time to time in accordance with Section 9.1.1.3(c)) sets forth the particulars of each Lease and the applicable municipal description of each Casino Location. Except as set out in Schedule 8.1.24 (as updated from time to time in accordance with Section 9.1.1.3(c)) with respect to each Lease: (a) notice of the leasehold or subleasehold interest has been duly registered in favour of the Borrower on title to the lands leased, (b) such leasehold or subleasehold interest is free and clear of all Liens other than Permitted Liens, (c) such Lease ranks in priority to any Liens other than Permitted Liens; (d) each Lease is in good standing in all material respects and is in full force and effect, unamended, (e) the Borrower has not received written notice of any material default on the part of any Obligor which is continuing in respect of such Lease, and (f) to the Borrower’s knowledge, except as disclosed to the Administrative Agent, the other party to such Lease is not in material default thereunder.

8.1.24.3    Each of the Obligors has paid all amounts payable by it which have become due to the landlord under each Lease (other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings by the applicable Obligor and in respect of which there is no material risk of termination of such Lease or any sale, forfeiture or loss of any Collateral), and has paid all other occupancy charges which have become due thereunder.

8.1.24.4    Pursuant to the Landlord Direct Agreements, all consents required under the Leases to permit the grant of subleasehold or personal property security in favour of the Administrative Agent have been obtained.

8.1.24.5    The current uses of the Casino Locations including any construction projects thereon are permitted under Applicable Laws in all material respects.

8.1.24.6    The lender title insurance policies or binding commitments therefor issued by the Title Insurer in respect of the Casino Locations have been delivered to the Administrative Agent pursuant to Section 10.1.16 and remain in full force and effect.

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8.1.24.7    No Obligor has received any notification of or has any knowledge of any outstanding or incomplete work orders, deficiency notices, default under any Permitted Liens or other current non-compliance with Applicable Laws relating to any Casino Locations, including any construction projects thereon, which, in each case, could reasonably be expected to materially impair the use and occupancy of such Casino Locations as used in the Business, except for those disclosed in Schedule 8.1.24 (as updated from time to time in accordance with Section 9.1.1.3(c)).

8.1.25    Benefit Plans. Other than as set out on Schedule 8.1.25 (as updated from time to time in accordance with Section 9.1.1.3(c)), no Obligor maintains or contributes to any Pension Plan. No Obligor sponsors, maintains, contributes to or is required to contribute to a Pension Plan which contains a “defined benefit provision” as defined in subsection 147.1(l) of the ITA. All Benefit Plans are, and have been, established, registered, administered and funded, where applicable, in all material respects in accordance with the terms of such Benefit Plans, including the terms of the material documents that support such Benefit Plans, and all Applicable Law. To the knowledge of the Borrower, no event has occurred respecting any Pension Plan which would result in the revocation of the registration, if applicable, of such Pension Plan. There are no outstanding disputes concerning the assets of any of the Benefit Plans which could reasonably be expected to have a Material Adverse Effect. No promises of benefit improvements under any of the Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect. All material employee and participant payments, contributions or premiums required to be made or paid by an Obligor to the Pension Plans have been made on a timely basis in accordance with the terms of such plans and all Applicable Laws.

8.1.26    Labour and Employment Matters.

8.1.26.1    CSI is and shall at all times remain a special purpose entity and shall not have (a) any business or operations other than the provision of employees to the Borrower for the operation of the Casino Facilities, (b) any liabilities other than employee obligations and related incidental obligations, or (c) any assets other than its employees, its employee services contract with the Borrower, the Excluded CSI Assets and legal title to certain vehicles owned as of the Closing Date.

8.1.26.2    Except as set forth in 8.1.26 (as updated from time to time in accordance with Section 9.1.1.3(c)), no Obligor, nor any of their respective employees, is subject to any collective bargaining agreement. There are no strikes, slowdowns, work stoppages or controversies pending or, to the best knowledge of the Borrower, threatened against any Obligor, or their respective employees, which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There are no unfair labour practice or other material written complaints, grievances or arbitration proceedings pending or

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outstanding, or to the knowledge of the Borrower (after due inquiry), threatened against any Obligor which would reasonably be expected to have, individually or in aggregate, a Material Adverse Effect.

8.1.26.3    Each Obligor has withheld from each payment to each of its officers, directors and employees the amount (other than immaterial amounts) of all Taxes, including income tax, employment insurance and other payments and deductions required to be withheld therefrom under Applicable Law, and has paid the same to the proper taxation or other receiving authority in accordance with Applicable Law. No Obligor is subject to any claim by or liability to any of their respective officers, directors or employees for salary (including vacation pay) or benefits which would rank in whole or in part pari passu with or prior to the Liens created by the Security.

8.1.27    Anti-Money Laundering and Anti-Terrorism, etc.

8.1.27.1    No Obligor or Affiliate of any Obligor is in violation of any AML Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any AML Law.

8.1.27.2    No Obligor, and, to the knowledge of the Borrower, no director, officer, agent, employee or Affiliate of an Obligor is a Sanctioned Person. No Advance pursuant to this Agreement will be used, directly or indirectly, for the benefit of, or as payment to, any Sanctioned Person.

8.1.27.3    No Obligor nor, to the knowledge of the Borrower, any director, officer, agent, employee, Affiliate or other Person acting on behalf of any Obligor, has taken any action, directly or indirectly, that would result in a violation by such Person of the Corruption of Foreign Public Officials Act (Canada), Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder or any other applicable anti-corruption law; and the Borrower has instituted and maintains policies and procedures designed to ensure continued compliance therewith. No part of the proceeds of the Advances will be used, directly or indirectly, in violation of any applicable anti-corruption law, including for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity in violation of any applicable anti-corruption law.

8.1.28    Perfection of Security Interests. All filings and other actions necessary to perfect and protect the Security have been or will, as soon as practicable following the Initial Advance Date, be duly made or taken and are or will be in full force and effect upon completion of registration, and the Security Documents create in favour of the Administrative Agent for the benefit of the Lenders and the other Secured Parties a valid and, together with such filings and other actions, perfected first priority Lien on the Collateral (subject only to Permitted Liens), securing the payment of the Secured Obligations.

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8.1.29    Solvency. No Obligor is nor, after giving effect to any requested Advance, will be an “insolvent person” or “bankrupt” as defined in the Bankruptcy and Insolvency Act (Canada). For purposes of the determination thereof, the amount of any contingent liability at any time for all other purposes shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

8.1.30    Use of Proceeds. Advances under the Credit Facilities have not been used for any purpose other than as permitted in accordance with Section 2.4.

8.1.31    Excluded Accounts. The accounts listed in Schedule 8.1.31 (as updated from time to time in accordance with Section 9.1.1.3(c)) constitute accounts in respect of which Gaming Revenue (as defined in the COSA) is held in trust for the sole benefit of OLG pursuant to the COSA.

8.1.32    Margin Regulations. None of the Loan Parties is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

8.1.33    No Broker Fees. No broker’s or finder’s fee or commission will be payable with respect hereto or to any of the transactions contemplated thereby as a result of any actions by the Borrower or any of its Affiliates; and the Obligors hereby agree to indemnify the Administrative Agent and the Lenders against, and agree that they will hold the Administrative Agent and the Lenders harmless from, any claim, demand, or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable legal fees) arising in connection with any such claim, demand, or liability.

8.1.34    Completeness of Disclosure. All written information (other than projections) provided, or to be provided from time to time, to the Lenders in connection with the Credit Facilities is true and correct in all material respects and none of the documentation furnished to the Administrative Agent or the Lenders by or on behalf of any of the Obligors omits or will omit as of such time a material fact necessary to make the statements contained therein not misleading, and all expressions of expectation, intention, belief and opinion contained therein were honestly made on reasonable grounds after due inquiry by such Obligor (and any other Person who furnished such material on behalf of an Obligor). All projections that have been or will be made available to the Lenders hereunder have been or will be prepared in good faith based on reasonable assumptions (it being understood that any projections provided are subject to significant uncertainties and contingencies, many of which are beyond the control of the Obligors, that actual results may vary from projected results and those variations may be material). There is no fact known to the Borrower which has not been disclosed to the Administrative Agent in writing and which has had, or is reasonably likely to have, a Material Adverse Effect.

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8.2 Survival and Repetition of Representations and Warranties

The representations and warranties set out in Section 8.1 shall survive the execution and delivery of this Agreement and all other Loan Documents and will be deemed to be repeated by the Borrower as of each Borrowing Date, Rollover Date and Conversion Date, except for those representations expressly stated to be made as of an earlier date, and except to the extent that, on or prior to such date, (i) with respect to the disclosure addressed by the Schedules listed in Section 9.1.2.1 the Borrower has disclosed a variation in any applicable representation and warranty in accordance with such Section, or (ii) the Borrower has advised the Administrative Agent in writing of a variation in any such representation or warranty and the Required Lenders have approved such variation.

ARTICLE 9

COVENANTS

9.1 Reporting

So long as any Obligations remain outstanding or so long as the Borrower has the right to utilize the Credit Facilities, the Borrower covenants and agrees to and in favour of the Administrative Agent and the Lenders that:

9.1.1    Financial Reporting

The Borrower shall deliver to the Administrative Agent:

9.1.1.1    as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter of the Borrower, or such earlier date as provided to OLG, commencing with the first Fiscal Quarter end after the Closing Date, the interim unaudited consolidated financial statements of the Borrower as at the end of such Fiscal Quarter prepared in accordance with GAAP including, without limitation, a balance sheet, income statement and statement of cash flows, in each case as at the end of and for such Fiscal Quarter and the then elapsed portion of the Operating Year which includes such Fiscal Quarter, setting forth in each case (following completion of the first four completed Fiscal Quarters after the Closing Date) in comparative form the figures for the corresponding period or periods of (or in the case of the balance sheet, as at the end of) the previous Operating Year and a comparison to the Annual Business Plan, in each case subject to year-end adjustments and the absence of footnotes;

9.1.1.2    as soon as available and in any event within one-hundred and twenty (120) days after the end of each Operating Year of the Borrower, or such earlier date as provided to OLG, the annual audited consolidated financial statements of the Borrower prepared in accordance with GAAP including, without limitation, a balance sheet, income statement and statement of cash flows, as at the end of and for such Operating Year (which financial statements shall be audited by a nationally recognized accounting firm, whose opinion shall accompany such financial statements), setting forth in each case (other than the first such Operating Year-end after the Closing Date) in comparative form the figures for the previous Operating Year;

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9.1.1.3    concurrently with the delivery of the financial statements contemplated in clause 9.1.1.1 (excluding the financial statements for the fourth quarter in each Operating Year) and 9.1.1.2 above:

(a) a Compliance Certificate in respect of such Fiscal Quarter or Operating Year, as the case may be, in the form attached hereto as Schedule E (including in the case of the financial statements contemplated in Section 9.1.1.2 above, a detailed calculation of Excess Annual Cash Flow for such Operating Year);

(b) a management’s discussion and analysis in respect of such Fiscal Quarter or Operating Year, as the case may be;

(c) updated versions of Schedules 8.1.11 (Corporate Structure), 8.1.12 (Jurisdictions, Locations of Collateral), 8.1.15 (Environmental Matters), 8.1.22 (Material Authorizations), 8.1.23 (Material Agreements), 8.1.24 (Real Property), 8.1.25 (Benefit Plans), 8.1.26 (Labour and Employment Matters), 8.1.31 (Excluded Accounts) and 9.3.9 (Non-Arm’s Length Transactions) to the extent the information disclosed therein has changed since the most recent version of such Schedule was delivered to the Administrative Agent (and, for greater certainty, no Default or Event of Default shall occur hereunder, notwithstanding repetition of the representations and warranties between the delivery of Compliance Certificates, by virtue only of the fact that the information disclosed on the Schedules listed above has changed since the most recent Compliance Certificate delivered hereunder, provided such updated information is thereafter disclosed in accordance with this Section 9.1.1.3(c)); and

9.1.1.4    as soon as available and in any event within sixty (60) days of the end of each Operating Year of the Borrower, an Annual Business Plan in respect of the Borrower.

9.1.2    Other Reporting. The Borrower shall deliver:

9.1.2.1    to the Administrative Agent (as and when such documentation is delivered to OLG pursuant to the COSA) copies of the Approved Annual Business Plan (as defined in the COSA) and the Quarterly Performance Report (as defined in the COSA), and any amendments thereto; and

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9.1.2.2    following delivery thereof to the Borrower, any management letters received by the Borrower from its auditors.

9.1.3    Notice of Certain Matters. The Borrower shall, as soon as practicable and in any event within the time periods noted below, give written notice to the Administrative Agent of:

9.1.3.1    within two (2) Business Days after it shall become aware of the same, any Default or Event of Default;

9.1.3.2    within five (5) Business Days after it shall become aware of the same, any breach that would give cause for termination, cancellation or non-renewal of, or notice of default under, or termination, cancellation or non-renewal of, any Material Agreement or Material Authorization;

9.1.3.3    within two (2) Business Days after it shall become aware of the same, the receipt by any Obligor of notice from OLG of the occurrence of any Monitoring Event of Default, Suspension Event of Default or Termination Event of Default, and copies of any particulars received by any Obligor in respect thereof; and

9.1.3.4    within five (5) Business Days after it shall become aware of the same, any material regulatory investigation involving any Obligor, any of the Casino Facilities, the Business or MGE Manager (including any investigation related to AML Laws) known to the Borrower.

9.1.4    Notice of Other Certain Matters. The Borrower shall, as soon as practicable and in any event within five (5) Business Days after it shall become aware of the same, give written notice to the Administrative Agent of:

9.1.4.1    any material adverse change to the OLG Policies, any material dispute with OLG, or any material dispute with the landlord under any Lease;

9.1.4.2    the initiation of any litigation, arbitration, administrative or regulatory proceeding against any Obligor or any of their respective Property which, if adversely determined, could reasonably be expected to result in (a) liability in excess of $5,000,000 (whether or not covered by insurance) or (b) a Material Adverse Effect;

9.1.4.3    the receipt by any Obligor of any notice of material non-compliance with or material violation of any Environmental Laws or Environmental Permits; the Release of any Hazardous Substances by an Obligor, or by any Person at, on, under, into, near or from any Properties, where such Release could reasonably be expected to result in a material Environmental Liability; and the receipt by any Obligor of any notice of any other material Environmental Liability;

9.1.4.4    the Borrower becoming entitled to any OLG Compensation Payment, or the initiation of any Expropriation proceedings involving the Property of any Obligor or any portion thereof;

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9.1.4.5    any material amendment, waiver of or supplement to any Material Agreement, together with a copy of any such amendment, waiver or supplement;

9.1.4.6    notice of any material dispute in respect of any Material Authorization, and of any material breach, non-compliance or default in respect of any Material Authorization; and

9.1.4.7    any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect.

9.1.5    Other Information. As soon as practicable following a written request therefor from the Administrative Agent, the Borrower shall, and the Borrower shall cause each Subsidiary Guarantor to, furnish to the Administrative Agent and each of the Lenders such other information (including such other financial and operating statements, reports and information provided to OLG pursuant to the COSA, and information with respect to the assets and liabilities of CSI and cash transfers by the Borrower to CSI) as the Administrative Agent or any Lender may reasonably request from time to time.

9.2 Affirmative Covenants

So long as any Obligations remain outstanding or so long as the Borrower has the right to utilize the Credit Facilities, the Borrower covenants and agrees to and in favour of the Administrative Agent and the Lenders that:

9.2.1    Punctual Payment. The Borrower shall pay or cause to be paid all Obligations on the dates and in the manner specified herein or in any other applicable Loan Document.

9.2.2    Existence and Conduct of Business.

9.2.2.1    The Borrower shall do or cause to be done all things necessary or desirable (a) to maintain and keep in full force and effect its existence in its present jurisdiction of incorporation and the existence of the Borrower in its present jurisdiction of formation, in each case, except as permitted by Section 9.3.6 and (b) to maintain its corporate power and capacity to perform the obligations of the Borrower hereunder and under the other Loan Documents to which it is a party and to perform its obligations under the Loan Documents to which it is a party.

9.2.2.2    The Borrower shall do or cause to be done all things necessary or desirable (a) to maintain the corporate, partnership or other existence of each Subsidiary Guarantor in its jurisdiction of incorporation, organization or formation (except as permitted by Section 9.3.6), and (b) to maintain the corporate, partnership or other constitutional power and capacity of each Subsidiary Guarantor to own its Property and perform its obligations hereunder and under the other Loan Documents to which it is a party.

9.2.3    Maintenance of Property. The Borrower shall, and the Borrower shall cause each Subsidiary Guarantor to, keep and maintain all Property owned by the Borrower or such Subsidiary Guarantor, as applicable, in good working order and condition, ordinary wear and tear excepted, as would a prudent owner of comparable Property, except where failure to do so could not reasonably be expected to have a Material Adverse Effect.

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9.2.4    Compliance. The Borrower shall, and the Borrower shall cause each Subsidiary Guarantor to, (a) preserve and maintain all of their respective Material Authorizations, (b) comply in all material respects with the requirements of all of their respective Material Authorizations, (c) comply with all regulatory requirements applicable to Casino Patron Loans, (d) comply in all material respects with all Gaming Laws and AML Laws applicable to it, and (e) comply with the requirements of all other Applicable Laws, except in the case of clause (e) where failure to do so could not reasonably be expected to have a Material Adverse Effect.

9.2.5    Records. The Borrower shall, and the Borrower shall cause each Subsidiary Guarantor to, keep adequate records and books of account in which accurate and complete entries shall be made in accordance with GAAP reflecting all transactions required to be reflected by GAAP.

9.2.6    Inspection. The Borrower shall, and the Borrower shall cause each Subsidiary Guarantor to, permit authorized representatives of the Administrative Agent, upon reasonable notice, from time to time, but not more than twice a year, to visit and inspect their respective premises and Property and examine and obtain copies of their respective records or other information, and discuss their respective affairs with the auditors, counsel and other professional advisers, and to pay all reasonable costs and expenses of the same; provided that nothing in this subsection shall restrict the ability of authorized representatives of the Administrative Agent to make such visits, inspections, and examinations, at the Borrower’s expense, upon the occurrence and continuance of an Event of Default.

9.2.7    Taxes. The Borrower shall, and the Borrower shall cause each Subsidiary Guarantor to: (a) file all material Tax returns which are to be filed by the Borrower or such Subsidiary Guarantor, as the case may be, from time to time, and (b) timely pay and discharge all Tax liabilities (including interest and penalties) before the same shall become delinquent or be in default, except where (i) the validity or amount thereof is being contested in good faith by proper proceedings, and (ii) if required, adequate reserves with respect thereto have been set aside on the books of the Borrower or such Subsidiary Guarantor, as the case may be, in accordance with GAAP.

9.2.8    Leases. The Borrower shall pay all amounts which become due and payable to landlords under the Leases and perform all of its material obligations thereunder (other than those the amount or validity of which is being contested in good faith by appropriate proceedings by the Borrower and in respect of which there is no material risk of termination of such Lease or any sale, forfeiture or loss of any material Collateral). If an Obligor enters into a Lease after the Closing Date, it shall deliver to the Administrative Agent: (a) all additional Security required by the Administrative Agent in respect thereof pursuant to Section 7.2, (b) an amendment to the lender title insurance policies or binding commitments thereof referenced in Section 10.1.16 to insure such Lease, (c) a direct agreement with the landlord under such Lease addressing substantially the same matters as the other Landlord Direct Agreements and in form and substance satisfactory to the Required Lenders, acting

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reasonably and (d) if applicable, copies of non-disturbance agreements and postponements from all freehold mortgagees to the leasehold interests held by the tenants/subtenants pertaining to such Lease.

9.2.9    Environmental Compliance.

9.2.9.1    The Borrower shall comply and cause all lessees and other Persons operating or occupying the Properties leased, used or operated by it or by any Subsidiary Guarantor to comply with, and use and operate all such Properties and related facilities and equipment in compliance with, all material Environmental Laws and material Environmental Permits.

9.2.9.2    The Borrower shall, and shall cause any applicable Subsidiary Guarantor to, obtain and renew all material Environmental Permits required by Environmental Laws to carry on the Business and for the operation of the Casino Facilities and the related equipment, and maintain all such Environmental Permits in good standing and full force and effect.

9.2.9.3    The Borrower shall, and shall cause any Subsidiary Guarantor to, conduct all Environmental Activities, including any handling of Hazardous Substances, in compliance with all applicable Environmental Laws in all material respects.

9.2.9.4    The Borrower shall, and shall cause any applicable Subsidiary Guarantor to, remove promptly any Hazardous Substance from the Properties leased, used or operated by it or by any Subsidiary Guarantor where failure to do so could reasonably be expected to have a Material Adverse Effect.

9.2.9.5    If any Remedial Work is required pursuant to any Environmental Laws, including through an order or direction of a Governmental Authority, pursuant to a Material Agreement, or as a result of, or in connection with, any Release, suspected Release, or threatened Release of Hazardous Substances, the Borrower shall, and shall cause any applicable Subsidiary Guarantor to, commence, at its sole expense, the performance of, or cause to be commenced, and thereafter diligently complete, the performance of all such Remedial Work.

9.2.10    Insurance. The Borrower shall, and the Borrower shall cause each Subsidiary Guarantor to, insure and keep their respective Property insured against such perils (including business interruption), in such amounts and in such manner as would be customarily insured by companies carrying on a similar business and owning similar property, with reputable insurance companies as they may select. Without limiting the generality of the foregoing, the Borrower shall, and the Borrower shall cause each Subsidiary Guarantor to, maintain property and liability insurance coverage at levels no less than the level required by any Material Agreement or Lease to which the Borrower or such Subsidiary Guarantor, as applicable, is a party. With respect to any such liability insurance policies, such insurance policies shall record the Administrative Agent as additional insureds. With respect to any such insurance policies pertaining to physical properties constituting Collateral, the

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Borrower shall, and the Borrower shall cause each Subsidiary Guarantor to, obtain endorsements to their respective policies, showing loss payable to the Administrative Agent, as first loss payee and evidencing that such policies are subject to the standard mortgage clause approved by the Insurance Bureau of Canada (as applicable), and containing provisions that such policies will not be cancelled without thirty (30) days (or such other timeframe as the parties mutually agree) prior written notice having been given by the insurance company to the Administrative Agent. The Borrower shall, and the Borrower shall cause each Subsidiary Guarantor to, comply in all material respects with all terms and conditions of all insurance policies issued in respect of their respective Property. If any Obligor defaults in so insuring its Property and as are required under this section to be insured, the Administrative Agent may, after five (5) Business Days’ notice to the Borrower, at the option of the Administrative Agent, effect and pay the premiums for such insurance and the Borrower shall reimburse the Administrative Agent for any premiums so paid with interest thereon at the then applicable interest rate with respect to Prime Rate Loans.

9.2.11    Benefit Plans. The Borrower shall, and shall cause each Subsidiary Guarantor to, in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of each Benefit Plan, including under any material documents that support such Benefit Plan and all Applicable Laws relating thereto; provided that all employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Pension Plan shall be paid or remitted by the Borrower or such Subsidiary Guarantor, as applicable, in a timely fashion in accordance with the terms thereof, any funding agreements and all Applicable Laws.

9.2.12    Performance of Material Agreements. The Borrower shall, and shall cause each Subsidiary Guarantor to, perform and observe in all material respects all terms and provisions of (a) each Material Agreement to which it is a party to be performed or observed by it, and maintain each such Material Agreement in full force and effect (and provide evidence to the Administrative Agent of evidence of compliance with the COSA upon written request by the Administrative Agent) and (b) all OLG Policies as in effect from time to time.

9.2.13    MGE Manager. The Borrower shall maintain MGE Manager, or such other Person as the Required Lenders may approve, acting reasonably, as the manager of the Business pursuant to the MGE Management Agreement at all times.

9.2.14    Cash Management. The Borrower and the Subsidiary Guarantors shall each maintain a current account at BMO at all times until the Final Maturity Date, and ensure that BMO is at all times (other than with respect to the Excluded Accounts) the sole cash management service provider (including treasury, depository, overdraft, credit or debit card, electronic funds transfers and other cash management services) to the Obligors; provided that CSI shall have 90 days from the Closing Date to transfer all of its bank accounts and cash management to BMO.

9.2.15    NFEC Lease. On the NFEC Lease Assignment Date, that the Administrative Agent shall have received all of the following: (i) a fully executed debenture in the form attached as Part I of Schedule 9.2.15 hereto and such debenture, or

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notice thereof, shall have been filed, registered or recorded in the applicable land registry office as a first-ranking leasehold charge on the Borrower’s interest in the NFEC Lease, subject only to Permitted Liens; (ii) opinions of external counsel to the Borrower with respect to such debenture which comply with Section 10.1.17; (iii) a lenders title insurance policy or a binding commitment therefor with respect to the NFEC Lease issued by the Title Insurer, in form and substance (including aggregation and tie-in endorsements and policy amount) with all other title insurance policies in respect of the other Casino Locations) satisfactory to the Required Lenders, acting reasonably; and (iv) a fully executed Landlord Direct Agreement for the NFEC Lease in form attached as Part II of Schedule 9.2.15, with such changes as may be acceptable to the Required Lenders, acting reasonably.

9.2.16    Dorchester Lease. If the Dorchester Lease is renewed or extended or a replacement lease is at any time entered into, the Borrower shall cause the landlord to provide a fully executed Landlord Direct Agreement for the Dorchester Lease substantially in the form attached as Part II of Schedule 9.2.15, with such changes as may be acceptable to the Administrative Agent, acting reasonably, in connection with such renewal, extension or replacement. If the Dorchester Lease otherwise expires in accordance with its terms, the Administrative Agent shall release its security therefrom.

9.2.17    Incremental Financing Requirement. Not later than 60 days after the Closing Date, unless the amount of the Revolving Facility has by such date been increased to $200,000,000 by the addition of a new Lender that has been approved in accordance with the requirements of Section 14.3 (as if it were an assignee of a Revolving Facility Commitment thereunder), or an increase in the Revolving Facility Commitment of an existing Lender, the Borrower shall have received an equity contribution (by way of common equity or on the same terms as its equity contribution as of the Closing Date) of not less than $10,000,000 from the Sponsor.

9.3 Negative Covenants

So long as any Obligations remain outstanding or so long as the Borrower has the right to utilize the Credit Facilities, the Borrower covenants and agrees to and in favour of the Administrative Agent and the Lenders that it shall not, and the Borrower covenants and agrees that it shall not permit any Subsidiary Guarantor to:

9.3.1    Debt. Create, incur, assume or suffer to exist any Debt other than Permitted Debt.

9.3.2    Liens. Grant, create, incur, assume or suffer to exist any Lien on any of its Property, other than Permitted Liens.

9.3.3    Distributions. Declare or make any Distributions, other than Permitted Distributions.

9.3.4    Disposition of Property. Dispose of, or permit any Loan Party to Dispose of, any of its Property to any Person (including by way of Sale-Leaseback Transaction), other than Permitted Dispositions.

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9.3.5    Investments and Acquisitions. Make, acquire or hold any Investment other than Permitted Investments, or make any Acquisition other than Acquisitions in an aggregate amount (for all such Acquisitions) not exceeding $1,000,000 in any Operating Year.

9.3.6    Fundamental Changes. Either (i) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property, or all or any of the Equity Interests of any of the Obligors, in each case, whether now owned or hereafter acquired, or (iii) liquidate, dissolve or be wound up; except that, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing:

9.3.6.1    any Obligor may merge into, or amalgamate or consolidate with any other Obligor; and

9.3.6.2    any Obligor may sell, transfer or otherwise dispose of its Property (including, for the avoidance of doubt any Equity Interests held by it) to any other Obligor, including pursuant to a liquidation, dissolution, winding-up or similar transaction not otherwise restricted hereunder;

provided that any amalgamation pursuant to this Section 9.3.6 shall not be permitted unless the resulting, continuing or surviving Person confirms to the Administrative Agent in writing that it is liable, by operation of law or otherwise, for the obligations of the applicable Obligor under the Loan Documents to which the applicable Obligor is a party and provides such confirmatory documents and legal opinions as the Administrative Agent reasonably requests in connection therewith.

9.3.7    Restrictive Agreements. Directly or indirectly enter into, incur or be a party or subject to any agreement or other arrangement (including pursuant to its constating documents) that prohibits, restricts or imposes any condition upon:

9.3.7.1    its ability to create, incur or permit to exist any Lien in favour of the Administrative Agent and the Lenders upon any of its Property;

9.3.7.2    the ability of any Subsidiary of the Borrower to pay Distributions to the holders of its Equity Interests; or

9.3.7.3    its ability to provide a guarantee of the Obligations, or to make or repay any loan or advance to any Obligor,

provided, that the foregoing shall not apply to:

9.3.7.4    restrictions and conditions imposed by Applicable Law, by this Agreement or by the TAPA or COSA;

9.3.7.5    customary non-assignment provisions of any contract, licence or lease entered into in the ordinary course of business; or

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9.3.7.6    restrictions or conditions imposed by any agreement relating to permitted Purchase Money Security Interests and Capital Leases, provided that such restrictions or conditions only apply to the Property securing such Debt.

9.3.8    Hedging Arrangements. Engage in or enter into any Hedging Arrangements except Permitted Hedging Arrangements.

9.3.9    Non-Arm’s Length Transactions. Dispose of any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise make payments to or engage in any other transactions or arrangements with, (i) any Affiliates or (ii) so long as it holds any Equity Interests in the Borrower, the Investor or any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions at least as favourable to it as could be obtained on an arm’s length basis from unrelated third parties, and as disclosed in Schedule 9.3.9 (as updated from time to time in accordance with Section 9.1.1.3(c)), (b) transactions between or among it and other Obligors, but not involving any other Affiliate, (c) any issuance of Equity Interests or the issuance of, or Permitted Distributions on, the Convertible Debentures or other Subordinated Debt, (d) the payment of fees, expenses and indemnities or other compensation or permitted loans or benefit arrangements to any of its directors, officers, employees, members of management or consultants in the ordinary course of business, (e) Permitted Management and Consulting Fees, (f) transactions in effect as of the Closing Date and disclosed in Schedule 9.3.9, together with any extensions, renewals and modifications thereof that are not adverse to the Obligors and (g) as otherwise expressly permitted pursuant to this Agreement and the other Loan Documents.

9.3.10    Nature of Business. Conduct any business other than the Business, or change in any material way the nature or operation of the Business.

9.3.11    Operating Year. Change the Operating Year or have a fiscal year that differs from the Operating Year.

9.3.12    No Amendments. Amend, modify, supplement or waive material provisions of its constating documents (including the Investor Rights Agreement), any of its Material Authorizations or any Material Agreement to which it is a party, unless such amendment, modification, supplement or waiver (i) could not reasonably be considered to be adverse to the Security in any material respect, and (ii) could not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, the Borrower shall not, without the consent of the Required Lenders agree to amend or waive any of the following provisions in a manner adverse to the Borrower or the Lenders:

9.3.12.1    the assignment or change of control provisions of the Material Agreements;

9.3.12.2    the provisions of the Leases dealing with the ability to grant Liens to the Lenders; or

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9.3.12.3    any provisions of the COSA which would have the effect of (i) the shortening of the Initial Term, (ii) increasing any Threshold, (iii) reducing the Service Provider Fee or any OLG Compensation Payment obligation due from OLG, (iv) reducing the Protected Territory or (v) derogating from the rights of the Lenders under the OLG Direct Agreement (with any such terms not defined herein having the meanings set out in the COSA).

9.3.13    Issuance of Equity Interests. Authorize or issue any Equity Interests to any Person other than to another Obligor or a Limited Recourse Guarantor and in the event thereof, the certificates for all such Equity Interests shall be delivered forthwith to the Administrative Agent together with such powers of attorney as may be required by the Administrative Agent pursuant to the Security Documents.

9.3.14    Sanctions Regulations. Directly or indirectly use the proceeds of any Advance, or lend, contribute or otherwise make available such proceeds to any Affiliate, joint venture partner or other Person, (i) to fund or finance any activities or business of or with any Person, or in any country or territory, that, at the time of such funding or financing, is, or whose government is, the subject of Sanctions Regulations, or (ii) in any other manner that would result in a violation of Sanctions Regulations or AML Laws by any Person (including any Person participating in the Advances, whether as lender, underwriter, advisor, investor, or otherwise).

9.3.15    Use of Proceeds. Use the proceeds of any Advance (i) to finance Casino Patron Loans, or (ii) directly or indirectly to fund a Hostile Take-Over.

9.3.16    Accounts. Maintain any bank or investment account (excluding, for greater certainty, any Excluded Accounts, but including any investment account in which Cash Equivalents are held) with any Person other than BMO or an Affiliate of BMO.

9.3.17    Change of Name, Jurisdiction or Chief Executive Office. Change its name or the jurisdiction of its organization or move its registered office, principal place of business or chief executive office outside of the jurisdiction in which it was located as at the Closing Date or the date of its acquisition or creation, as the case may be, without providing at least five (5) Business Days’ prior written notice thereof to the Administrative Agent, and such Obligor having taken such steps as may be reasonably required by the Administrative Agent to ensure that the Liens created by the Security Documents to which such Obligor is a party continue to constitute valid, enforceable and perfected Liens.

9.3.18    Convertible Debentures. Permit the assignment of a Convertible Debenture by the holder thereof, or change or permit a change of the issuer under the Convertible Debentures, other than (i) an assignment by a holder of a Convertible Debenture in connection with any transfer permitted pursuant to Section 9.4 of the Investors Right Agreement or (ii) the conversion of a Convertible Debenture into Equity Interests of the Borrower in accordance with its terms, if, in each case, upon such assignment or conversion, (a) no Change of Control occurs, (b) all Material Authorizations and other regulatory approvals to such assignment or conversion (including any approvals required by the OLG) have been obtained, and (c) all such Convertible Debentures and any Equity Interests of the Borrower issued upon conversion thereof remain subject to a first ranking pledge in favour of the Administrative Agent for the benefit of the Secured Parties and, in the case of the Convertible Debentures, a Subordination Agreement entered into by the holder thereof.

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9.3.19    Role of CSI. Permit CSI to have any assets or liabilities except as provided for in Section 8.1.26.1 or to have any business or operations other than as a single purpose entity as provided for therein.

9.4 Financial Covenants

So long as any Obligations remain outstanding or so long as the Borrower has the right to utilize the Credit Facilities, the Borrower covenants and agrees to and in favour of the Administrative Agent and the Lenders that it shall:

9.4.1    Total Leverage Ratio. Maintain at all times (and tested as of the last day of each Measurement Period commencing with the Fiscal Quarter ending September 30, 2019) during each period specified below, a Total Leverage Ratio of not greater than the ratio specified below for such period:

Period	Total Leverage Ratio
Closing Date to and including March 30, 2022		5.00:1.00
March 31, 2022 to and including March 30, 2023		4.50:1.00
March 31, 2023 to and including March 30, 2024		4.25:1.00
March 31, 2024 and thereafter		4.00:1.00

9.4.2    Fixed Charge Coverage Ratio. Maintain at all times (and tested as of the last day of each Measurement Period commencing with the Fiscal Quarter ending September 30, 2019) a Fixed Charge Coverage Ratio of not less than 1.10:1.0.

9.4.3    Annualizing Period. For the purpose of calculating the covenants in Sections 9.4.1 and 9.4.2 for the period prior to the completion of four full Fiscal Quarters after the Closing Date, Consolidated EBITDAM and all other components of the Fixed Charge Coverage Ratio will be annualized as follows:

9.4.3.1    for the Fiscal Quarter ending September 30, 2019, the results of such Fiscal Quarter multiplied by 4.0x;

9.4.3.2    for the Fiscal Quarter ending December 31, 2019, the results of the two Fiscal Quarters ending thereon multiplied by 2.0x;

9.4.3.3    for the Fiscal Quarter ending March 31, 2020, the results of the three Fiscal Quarters ending thereon multiplied by 4.00/3.00x; and

9.4.3.4    as and from the Fiscal Quarter ending June 30, 2020, all financial covenants contained in Section 9.4 shall be calculated on a trailing four Fiscal Quarter basis and shall no longer be annualized.

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ARTICLE 10

CONDITIONS PRECEDENT

10.1 Conditions Precedent to Initial Advance

The obligation of the Lenders to make available the initial Advance under a Credit Facility on the Initial Advance Date is subject to satisfaction, on or before the Initial Advance Date, of each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Administrative Agent at the direction of the Required Lenders in their sole discretion (it being acknowledged that, for purposes of the delivery requirements set out below in respect of the Loan Documents (other than this Agreement, the Escrow Agreement, the Arrangement Letter and the Agency Fee Letter), the Material Agreements and legal opinions, execution and delivery of such documents into the escrow contemplated by the Escrow Agreement and bearing a date of June 11, 2019 will satisfy the delivery requirements of this Section 10.1):

10.1.1    this Agreement and the other Loan Documents shall have been executed and delivered by the Obligors, the Limited Recourse Guarantors, the Administrative Agent and the Lenders parties thereto, other than as set forth in Section 9.2.15 in respect of the NFEC Lease;

10.1.2    each of the Direct Agreements (other than the Landlord Direct Agreements in respect of the NFEC Lease and the Dorchester Lease), and the Escrow Agreement shall have been executed and delivered by all parties thereto;

10.1.3    the Administrative Agent shall have received and be satisfied with the (i) copies of non-disturbance agreements and postponements from all freehold mortgagees to the leasehold interests held by the tenants/sublandlords under the Leases if required to ensure that the occupation and possession of the premises by the tenant under such Leases will not be disturbed so long as the tenant or any leasehold mortgagee is not in default (beyond any period given to it in the Lease to cure such default), (ii) copies of the Investor Rights Agreement and the Convertible Debentures and (iii) Subordination Agreements in respect of the Convertible Debentures;

10.1.4    the representations and warranties set out in Article 8 shall be true and correct on the Initial Advance Date;

10.1.5    no Default or Event of Default shall have occurred and be continuing nor shall there be any Default or Event of Default after giving effect to the initial Advance on the Initial Advance Date;

10.1.6    the Administrative Agent shall have received an officer’s certificate of each Loan Party dated the Initial Advance Date (or the Closing Date, in the case of CSI) certifying that attached thereto are true and correct copies of the following documents, and that such documents are in full force and effect, unamended:

10.1.6.1    the constating documents of such Loan Party (including, in the case of the Borrower, the Investor Rights Agreement);

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10.1.6.2    a certificate of incumbency; and

10.1.6.3    the resolutions or other documentation evidencing that all necessary action, corporate, partnership or otherwise, has been taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party (including, where applicable, the pledge of its Equity Interests);

10.1.7    the Administrative Agent shall have received a certificate of status, certificate of good standing or similar certificate with respect to the jurisdiction of incorporation or formation of each Loan Party;

10.1.8 the Administrative Agent shall have received an officer’s certificate of the Borrower dated the Initial Advance Date confirming Sections 10.1.4 and 10.1.5;

10.1.9    the Lenders shall have been provided with the most recent available financial information in respect of the Business provided by OLG to the Borrower, including draft financial statements (consisting of a balance sheet, an income statement, and a statement of cash flows) for the most recent Operating Year available, all in form and substance satisfactory to the Lenders;

10.1.10    the Administrative Agent shall have received a Compliance Certificate confirming as at the Closing Date, based on the most recently completed four Fiscal Quarter period for which financial information is available pursuant to Section 10.1.9 on a pro forma basis giving effect to the Purchase Transaction and the initial Advance, (i) compliance with the financial covenants set out in Section 9.4 and (ii) a Total Leverage Ratio not in excess of 2.75:1.00;

10.1.11    the Administrative Agent shall have received financial projections for the Borrower for each of the five years following the Closing Date taking into account the new capital structure following the Closing Date and any transaction contemplated herein, in form and substance satisfactory to the Administrative Agent.

10.1.12    the Administrative Agent shall have received a Borrowing/Rollover/Conversion Notice and a payment direction in respect thereof (providing for, among other things, the deposit of a portion of the initial Advance hereunder in accordance with the Escrow Agreement);

10.1.13    the Security Documents shall have been executed and delivered by the Loan Parties and (except as set out below with respect to CSI) shall be in full force and effect, and the Administrative Agent shall have received certificates, if any, representing all Equity Interests pledged pursuant to the Security Documents, together with related stock powers duly executed in blank;

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10.1.14    PPSA financing statements or other registrations of the Security, or notice thereof, shall have been filed, registered, or recorded in all offices of public record, including but not limited to all applicable land registry offices, necessary or desirable in the opinion of the Administrative Agent to preserve or protect the charges and security interests created thereby;

10.1.15    the Administrative Agent shall have received certificates of insurance evidencing that the Obligors are carrying insurance in accordance with Section 9.2.10 and that the interests of the Administrative Agent as first loss payee and additional insured have been recorded in such insurance policies;

10.1.16    the Administrative Agent shall have received a lender title insurance policy or a binding commitment therefor issued by the Title Insurer in respect of all of the Leases in the aggregate policy amount of at least $300,000,000, in form and substance satisfactory to the Lenders, acting reasonably;

10.1.17 the Administrative Agent shall have received opinions of external counsel to each Loan Party dated the Closing Date, in each case, in form and substance satisfactory to the Administrative Agent, acting reasonably, including, without limitation, opinions with respect to (a) the existence of the Loan Parties, (b) the due authorization, execution and delivery of all Loan Documents, (c) the enforceability of all Loan Documents, (d) the effectiveness of the Security Documents to create valid security interests in favour of the Administrative Agent for the ratable benefit of the Secured Parties and the perfection of such security interests, (e) the validity, enforceability and registration of the charges in favour of the Administrative Agent over the Borrower’s leasehold interests, (f) non-contravention of charter documents, including, as applicable, the Investor Rights Agreement, and (g) non-contravention of the Material Agreements;

10.1.18    all amounts and fees (including upfront fees, the agency fee and reasonable fees and disbursements of counsel to the Lenders and any other consultant or other third party professional service firms engaged by the Lenders) that are due and payable to the Administrative Agent or the Joint Lead Arrangers on or before the Initial Advance Date shall have been paid or arrangements shall be in place to pay such amounts and fees concurrently with the initial Advance;

10.1.19    the Obligors shall have received all required governmental, shareholder and third party consents and approvals required to own the Casino Facilities, operate the Business and complete the transactions contemplated hereby, and the Borrower shall have provided evidence thereof to the Administrative Agent and the Lenders;

10.1.20    all searches reasonably requested by the Lenders’ counsel in respect of the Loan Parties have been completed, and all releases, discharges (or written authorizations to discharge from the applicable Lien holder in form acceptable to the Administrative Agent), postponements (in registrable form where appropriate) or acknowledgements, as required by the Administrative Agent, with respect to all Liens (excluding Permitted Liens) shall have been delivered to the Administrative Agent;

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10.1.21    the Administrative Agent and the Lenders have received, at least five (5) Business Days prior to the Initial Advance Date (or such shorter period as the Lenders may agree), all information, reports and documents as they may reasonably require under applicable “know your customer” and anti-money laundering rules and regulations and shall be satisfied, acting reasonably, with the results of their review thereof;

10.1.22    the Administrative Agent shall have received evidence satisfactory to it that (i) the Borrower has been capitalized with at least $60,000,000 indirectly contributed to the Borrower by the Sponsor, in the form of the issuance of Equity Interests by the Borrower, and (ii) the Borrower has raised Net Proceeds of at least $40,000,000 by way of the issuance of Convertible Debenture to the Investor, in each case, on or prior to the Initial Advance Date and on terms acceptable to the Lenders, and (iii) the amount of the initial Advance hereunder to be deposited pursuant to the Escrow Agreement, together with the Sponsor’s and Investor’s contributions of funds pursuant to the Escrow Agreement, is sufficient to fund payment of the purchase price in full pursuant to the TAPA;

10.1.23    all Debt of the Obligors, other than Permitted Debt, shall have been repaid in full or shall be repaid contemporaneously with the initial Advance;

10.1.24    the Administrative Agent shall have received a certified copy of each Material Agreement then in effect and each such Material Agreement shall be in form and substance acceptable to the Lenders and their legal counsel;

10.1.25    The Investor Rights Agreement and each Material Agreement shall be in full force and effect, in the form reviewed and approved by the Lenders and their legal counsel, as of the Initial Advance Date (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders without the consent of the Lenders), and each Loan Party shall be in compliance in all material respects with all of its obligations thereunder;

10.1.26    no Material Adverse Change shall have occurred since the date of the most recent audited combined financial statements in respect of the Business provided to the Lenders;

10.1.27    there shall be no order preventing, and no claim or judicial or administrative proceeding, or investigation before or by any Governmental Authority against (i) any party to the Material Agreements for the purpose of enjoining or preventing the right of the Borrower to operate the Business (as contemplated under the COSA) or to consummate the TAPA, or (ii) any party to the Loan Documents for the purpose of enjoining or preventing the financing transactions contemplated hereby;

10.1.28    the Initial Advance Date shall have occurred on or before June 10, 2019.

10.1.29    the Administrative Agent and the Lenders shall have received evidence satisfactory to them that the Purchase Transaction shall be consummated on the Business Day following the initial Advance in accordance with the TAPA and the Escrow Agreement, without any material amendments, waivers or consents by the Borrower unless approved in writing by the Required Lenders;

10.1.30    all relevant filings shall have been made and regulatory approvals obtained in respect of the Purchase Transaction; and

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10.1.31    the Administrative Agent shall have received such additional evidence, documents or undertakings as the Lenders have reasonably requested in connection with the consummation of the transactions contemplated hereby;

provided that all documents delivered pursuant to this Section 10.1 shall be in full force and effect, and in form and substance satisfactory to the Required Lenders, acting reasonably. Notwithstanding anything to the contrary in this Agreement, CSI will not be considered a party to this Agreement, the Loan Documents to which it is a party will not be effective as against CSI, and CSI shall not be considered an Obligor hereunder, unless and until the Purchase Transaction is completed. Immediately upon such completion, and without further action by any party, CSI shall become a party to this Agreement, the Loan Documents to which it is a party shall become effective as against CSI, and it shall be considered an Obligor for all purposes hereof.

10.2 Conditions Precedent to Additional Advances

The obligation of the Lenders to make any Advance under a Credit Facility, or to permit a Rollover or a Conversion under a Credit Facility, in each case, after the Initial Advance Date, is subject to compliance, on or before the relevant Borrowing Date, Rollover Date or Conversion Date, as applicable, with each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Administrative Agent (at the direction of the Required Lenders in their sole discretion):

10.2.1    the Administrative Agent shall have received a Borrowing/Rollover/Conversion Notice in accordance with Section 3.1;

10.2.2    the representations and warranties of the Borrower in Article 8 of this Agreement, shall be true and correct on the relevant Borrowing Date, Rollover Date or Conversion Date, as applicable, as if made on and as of such date, except for (i) those representations expressly stated to be made only as of an earlier date, and (ii) the representations referenced in Section 9.1.1.3(c), solely with respect to the disclosure which has been made as of an earlier date and not yet being updated in accordance with that Section;

10.2.3    no Default or Event of Default shall have occurred and be continuing nor shall there be any Default or Event of Default after giving effect to the proposed Advance, Rollover or Conversion, as applicable; and

10.2.4    no Material Adverse Change shall have occurred.

ARTICLE 11

EVENTS OF DEFAULT AND REMEDIES

11.1 Events of Default

The occurrence of any of the following events shall constitute an Event of Default:

11.1.1    default by the Borrower in payment when due of the principal amount of any Loan;

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11.1.2    default by the Borrower in payment when due of any interest, fees or any other amount payable to the Administrative Agent or any of the Lenders hereunder and such default has continued for three (3) Business Days after payment of such amount is due;

11.1.3    default by the Borrower in the performance, observance or compliance with any of the covenants contained in Section 9.1.1, Section 9.1.3.1, Section 9.2.2.1(a), Section 9.2.17 Section 9.3 or Section 9.4; provided that, in the case of Section 9.1.1, Section 9.1.3.1 and Section 9.3, if such default is capable of being cured, such default shall not constitute an Event of Default unless such default has continued for 10 days after the earlier of (i) the date on which the Borrower has knowledge of such default and (ii) the date on which the Administrative Agent shall have given notice to the Borrower specifying such default and requiring it to be remedied;

11.1.4    default by any Loan Party in the performance, observance or compliance with any other covenant, condition or obligation contained in any Loan Document to which it is a party which is not specifically addressed in this Section 11.1, provided that such default shall not constitute an Event of Default unless such default has continued for 30 days after the earlier of (i) the date on which the Borrower has knowledge of such default and (ii) the date on which the Administrative Agent shall have given notice to the Borrower specifying such default and requiring it to be remedied;

11.1.5    any representation or warranty made by or on behalf of any Loan Party herein or in any certificate or other Loan Document shall prove to have been incorrect in any material respect when made or deemed to have been made;

11.1.6    the failure by any Obligor to observe or perform any term, covenant or agreement contained in any agreement by which it is bound evidencing or securing any Debt (other than the Obligations) in excess of $10,000,000 (or the Equivalent Amount in any other currency) in the aggregate for the Obligors as a result of which the holders of such Debt cause or are entitled to cause acceleration of the maturity thereof, or the failure by any Obligor to pay at maturity, or within any applicable period of grace, any such Debt in an aggregate amount in excess of $10,000,000 (or the Equivalent Amount in any other currency) in the aggregate for the Obligors;

11.1.7    except as permitted by Section 9.3.6 (and except for any similar transaction as permitted by Section 9.3.6 involving any Limited Recourse Guarantor), the commencement of proceedings for the dissolution, disestablishment, liquidation or winding-up of any Loan Party or for the suspension of its operations, unless such proceedings are being actively and diligently contested by such Loan Party in good faith;

11.1.8    any notice of intention is filed or any voluntary or involuntary case or proceeding is filed or commenced for (i) the bankruptcy or insolvency or suspension of general operations of a Loan Party, (ii) the composition, rescheduling, reorganization, arrangement or readjustment of, or other relief from, or stay of proceedings to enforce, some or all of the debts of a Loan Party, (iii) the appointment of a trustee, receiver, interim receiver/monitor, receiver and manager, liquidator, administrator, custodian or other similar official for, all or substantially all of the assets of a Loan Party, or (iv) the possession, foreclosure or retention,

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or sale or other disposition of, or other proceedings to enforce security over, all or any significant part of the assets of a Loan Party, and, in the case of any such proceeding initiated by a third party (but not by a Loan Party), such notice, filing, action, event, occurrence or appointment has not been stayed, dismissed, vacated or withdrawn within thirty (30) days of the commencement thereof;

11.1.9    any judgment or order for the payment of money in excess of $10,000,000 (net of proceeds from any applicable insurance), or the Equivalent Amount in any other currency, shall be rendered against any Loan Party and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and which proceedings have not been stayed or (ii) there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

11.1.10    any secured creditor, encumbrancer or lienor, or any trustee, receiver, receiver and manager, agent, bailiff or other similar official appointed by or acting for any secured creditor, encumbrancer or lienor, takes possession of, or forecloses or retains, or sells or otherwise disposes of, or otherwise proceeds to enforce security over all or any significant part of the Property of any Loan Party;

11.1.11    the loss of use of any Casino Facility for any reason for a period of 60 consecutive days or more, except in respect of a Qualifying Labour Disruption (as defined in the COSA) for which the Borrower is entitled to commensurate Threshold (as defined in the COSA) relief under the COSA;

11.1.12    loss or damage to any Casino Facility which is not covered by insurance in an amount that has had or could reasonably be expected to have a Material Adverse Effect;

11.1.13    a Change of Control occurs;

11.1.14    a breach by any Loan Party of a provision of any Material Agreement that could give rise to a right of termination, cancellation or non-renewal thereof, or a material breach of or the loss or termination or cancellation of any Material Agreement;

11.1.15    a breach by the MGE Manager of a material provision of the MGE Management Agreement that could give rise to a right of termination, cancellation or non-renewal thereof (in each case after giving effect to any grace period applicable thereto);

11.1.16    the issuance by OLG of notice of a Suspension Event of Default or a Termination Event of Default (in each case as defined under the COSA);

11.1.17    the loss, termination or non-renewal of any Material Authorization previously granted by or obtained from the applicable Governmental Authority, which Material Authorization is not promptly replaced or reinstated, if such loss, termination or non-renewal has had or could reasonably be expected to have a Material Adverse Change;

11.1.18    if there is an Impermissible Qualification in the Borrower’s audited consolidated financial statements;

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11.1.19    any of the Security or any of the Loan Documents cease to be in full force and effect against the applicable Loan Party and if the applicable Loan Party does not, within ten (10) Business Days of receipt of notice of such Loan Document not being in full force and effect, cause such Loan Document to be in full force and effect or replace such Loan Document with a new agreement that is in form and substance satisfactory to the Administrative Agent, acting reasonably;

11.1.20    the validity of any Loan Document or the applicability thereof to any Loan Party that is a party thereto or to the Loans or any other obligations purported to be secured thereby or any material part thereof shall be disaffirmed in writing by or on behalf of any Loan Party; or

11.1.21    a Material Adverse Change occurs.

11.2 Remedies Upon Default

Upon the occurrence of any Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, by notice given to the Borrower:

11.2.1    declare the unutilized portion (if any) of the Aggregate Commitment to be suspended or terminated (whereupon the Lenders shall not be required to make any further Advances);

11.2.2    declare all or any part of the Obligations to be immediately due and payable;

11.2.3 require that all outstanding Letters of Credit and Bankers’ Acceptances be cash collateralized in an amount equal to the full face amounts thereof;

11.2.4    make demand under any guarantee of the Obligations;

11.2.5    enforce and realize upon all or part of the Security; and

11.2.6    take such actions and commence such proceedings as may be permitted at law or in equity (whether or not provided for herein or in the Security Documents) at such times and in such manner as the Administrative Agent (at the direction of the Required Lenders in their sole discretion) may consider expedient;

all without, except as may be required by Applicable Law, any additional notice, presentment, demand, protest, notice of protest, dishonour or any other action; provided that, if an Event of Default described in Section 11.1.8 shall occur, the Commitments shall automatically terminate and the outstanding Obligations shall automatically be and become immediately due and payable. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are in addition to and not in substitution for any other rights or remedies provided by Applicable Law or by any of the Security Documents.

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11.3 Distributions

All distributions under or in respect of any of the Security Documents shall be held by the Administrative Agent on account of the Secured Obligations without prejudice to any claim by the Administrative Agent and the Lenders for any deficiency in respect of any such Secured Obligations after such distributions are received by the Administrative Agent, and the Obligors shall remain liable for any such deficiency. All such distributions shall be applied to such part of the Secured Obligations as is determined by the Lenders in their sole discretion or, in the event the Lenders fail to advise the Administrative Agent of their determination, by the Administrative Agent. The Lenders may at any time change any appropriation of any such distributions received by the Administrative Agent and may reapply the same to any other part of the Secured Obligations, and the Lenders may at any time change any appropriation of any other monies received by the Administrative Agent and reapply the same to any other part of the Secured Obligations, as the Lenders may from time to time in their absolute discretion determine.

11.4 Set-Off

If an Event of Default has occurred and is continuing, each Lender and each of its Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Obligor against any and all of the Secured Obligations, irrespective of whether or not such Lender has made any demand under this Agreement or any other Loan Document and although such obligations may not have matured. The rights of each Lender under this Section 11.4 are in addition to any other rights and remedies (including other rights of set off, consolidation of accounts and bankers’ lien) which such Lender may have. Each Lender agrees to promptly notify the Borrower and the Administrative Agent after any such set-off and application, but the failure to give such notice shall not affect the validity of such set-off and application. If any Affiliate of a Lender exercises any rights under this Section 11.4, it shall share the benefit received in accordance with Section 13.10 as if the benefit had been received by the Lender of which it is an Affiliate.

11.5 Proceeds of Realization

All amounts received by the Administrative Agent from or on behalf of the Loan Parties and not previously applied pursuant to this Agreement shall be held by the Administrative Agent for the rateable benefit of itself and the Secured Parties in accordance with the provisions hereof and shall be applied and distributed, and the claims of the Administrative Agent and the Secured Parties shall be deemed to have the relative priorities which would result in the amounts being applied and distributed, as follows:

(a) firstly, to the payment of all reasonable costs and expenses incurred by or on behalf of the Administrative Agent (including, without limitation, all legal fees and disbursements) in the exercise of all or any of the powers granted to it hereunder or under the Security Documents;

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(b) secondly, to the payment or prepayment of the Secured Obligations (including holding as cash collateral to be applied against Secured Obligations which have not then matured) on a pari passu basis; and

(c) the balance, if any, to the Borrower or as otherwise required in accordance with Applicable Law.

ARTICLE 12

YIELD PROTECTION

12.1 Change in Circumstances

If after the date hereof the introduction of or any change in any Applicable Law relating to any Lender (the “Advising Lender”), or any change in the interpretation or application thereof by any Governmental Authority:

12.1.1    subjects the Advising Lender to, or causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes or changes the basis of taxation of payments due to the Advising Lender or increases any existing Taxes on payments of the Obligations (other than Excluded Taxes or Taxes for which an amount was paid by the Borrower pursuant to Section 12.2);

12.1.2    imposes, modifies or deems applicable any reserve, liquidity, cash margin, capital adequacy, special deposit, deposit insurance or assessment, or any other regulatory or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds for loans by, the Advising Lender;

12.1.3    imposes any Taxes on reserves in respect of the undrawn portion of the Advising Lender’s Rateable Portion of the Credit Facilities;

12.1.4    imposes on the Advising Lender or requires there to be maintained by the Advising Lender any capital adequacy or additional capital requirement (including, without limitation, a requirement which affects the Advising Lender’s allocation of capital resources to its obligations) in respect of the Advising Lender’s obligations hereunder or imposes any other condition or requirement with respect to the maintenance by the Advising Lender of a contingent liability with respect to the Advising Lender’s Bankers’ Acceptance issued by it hereunder; or

12.1.5    imposes on the Advising Lender any other condition or requirement with respect to this Agreement or the Credit Facilities (other than Excluded Taxes);

in each case in excess of such requirements or conditions which were in effect on the Initial Advance Date and such occurrence has the effect of:

12.1.6    increasing the cost to the Advising Lender of agreeing to make or making, maintaining or funding the Credit Facilities, any Advance, any Loan or any portion thereof;

12.1.7    reducing the amount of the Obligations;

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12.1.8    directly or indirectly reducing the effective return to such Advising Lender under this Agreement or on its overall capital as a result of entering into this Agreement or as a result of any of the transactions or obligations contemplated by this Agreement (other than a reduction resulting from a higher rate of income tax being imposed on the Advising Lender’s overall income or capital in any relevant jurisdiction); or

12.1.9    causing the Advising Lender to make any payment or to forego any interest, fees or other return on or calculated by reference to any sum received or receivable by the Advising Lender hereunder;

then the Advising Lender shall so advise the Administrative Agent promptly following the Advising Lender obtaining knowledge of the event or proposed event, and the Administrative Agent shall in each case forthwith advise the Borrower (setting out full particulars of such event and steps taken, if any, to avoid or reduce the amount claimed, and setting out the calculation of the amount requested by the Advising Lender to be paid by the Borrower hereunder, if required), and, provided that the Advising Lender has taken all reasonable steps (without economic or regulatory disruption to the Advising Lender and without any requirement that the Borrower be preferred over any other borrower of the Advising Lender) to avoid or reduce the amount claimed, the Borrower shall within ten (10) Business Days of demand by the Administrative Agent pay or cause to be paid to the Administrative Agent on behalf of the Advising Lender such additional amounts as shall be sufficient to fully indemnify the Advising Lender for such additional cost, reduction, payment, foregone interest or other return. A certificate of the Advising Lender documenting the relevant information and calculations and submitted to the Borrower by the Administrative Agent shall be prima facie evidence thereof for all purposes. Nothing contained in this Section 12.1 shall interfere with the right of any Lender to arrange its affairs in whatever manner it may think fit and, in particular, no Lender shall be under any obligation to incur any cost or expense or incur any other adverse effect for the purpose of avoiding or reducing any amount claimed under this Section. Notwithstanding anything herein to the contrary, (a) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, and Basel Committee on Banking Supervision (or any successor or similar authority) or by United States, Canadian or foreign regulatory authorities, in each case pursuant to Basel III, (b) the Dodd-Frank Wall Street Reform and Consumer Protection Act (United States) and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in Applicable Law for purposes of this Section 12.1 regardless of the date enacted, adopted, issued or implemented and (c) the Borrower is not required to compensate an Advising Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months before the date that the Advising Lender notifies the Borrower of the circumstances giving rise to the additional cost, reduction, payment, foregone interest or other return and of the Advising Lender’s intention to claim compensation, unless the circumstances giving rise to the additional cost, reduction, payment, foregone interest or other return provided for herein is retroactive, in which case the nine month period referred to above will be extended to include the period of retroactive effect.

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12.2 Taxes

12.2.1    All payments to be made to a Recipient pursuant to the Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, except as required by Applicable Law. If any Applicable Law requires the deduction or withholding of any Indemnified Tax from any interest or other amount payable to a Recipient under any Loan Document, the amount so payable to the Recipient shall be increased to the extent necessary so that after such deduction or withholding has been made, the Recipient receives an amount equal to the sum it would have received had no deduction or withholding on account of Indemnified Taxes been made.

12.2.2    If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made under this Section 12.2, the applicable Recipient shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Taxes at the Borrower’s expense. If the Recipient receives a refund of, or credit for, Taxes for which a payment has been made by the Borrower under this Section 12.2, which refund or credit in the good faith judgment of the Recipient is attributable to the Taxes giving rise to such payment made by the Borrower, then the Recipient shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment made under this Section 12.2 that gives rise to such refund or credit), net of out-of-pocket expenses (including Taxes) of the Recipient, which the Recipient determines in its discretion will leave it, after such reimbursement, in no worse position than it would have been in if such Taxes had not been exigible. The Borrower, upon the request of the applicable Recipient, agrees to repay the Recipient any portion of any such refund or credit paid over to the Borrower that the Recipient is required to repay to the relevant Governmental Authority and agrees to pay any interest, penalties or other charges paid by the Recipient as a result of or related to such payment to such Governmental Authority. No Recipient shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. No Recipient shall be obliged to disclose any information regarding its affairs or computations to the Borrower or any other Person in connection with this Section 12.2.

12.2.3    Without limiting the provisions of Sections 12.2.1 or 12.2.2, the Borrower shall timely pay any present or future stamp, registration, court or documentary Taxes or any other excise, property, intangible, mortgage recording, filing or similar Taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise in respect of, this Agreement or any other Loan Document to the relevant Governmental Authority in accordance with Applicable Law or timely reimburse the Administrative Agent or any Recipient for the payment of any such Taxes.

12.2.4    Without limiting the provisions of Sections 12.2.1, 12.2.2, or 12.2.3, the Borrower shall indemnify each Recipient, and shall make payment in respect thereof within 15 days after written demand therefor, for the full amount of Indemnified Taxes (including Taxes imposed or asserted on or attributable to amounts payable under this Section 12.2) payable or paid by the Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability (along with a written statement setting forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrower by such Recipient, or by the Administrative Agent on its own behalf or on behalf of the Recipient, shall be conclusive absent manifest error. If the Borrower reasonably believes that any such Taxes were not

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correctly or legally asserted, the Administrative Agent and/or each affected Recipient will use reasonable efforts to cooperate with the Borrower in pursuing a refund of such Taxes so long as such efforts would not, in the sole determination of the Administrative Agent or affected Recipient, result in any additional costs, expenses or risks or be otherwise disadvantageous to it.

12.2.5    If a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 12.2.5, “FATCA” shall include all amendments made to FATCA after the date of this Agreement.

12.2.6    Any Recipient that is entitled to an exemption from or a reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent (including completed copies of CRA Forms NR301-303, as applicable, including supporting worksheets) as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything to the contrary in this Section 12.2.6, the completion, execution and submission of such documentation shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.

12.3 Illegality

If the introduction of or change to any present or future Applicable Law, or any change in the interpretation or application thereof by any Governmental Authority, shall make it unlawful for any Lender to make or maintain any Loan or any relevant portion thereof or to give effect to its obligations in respect of such Loan as contemplated hereby, as determined by such Lender acting reasonably, such Lender may, by notice to the Borrower and to the Administrative Agent, declare that its obligations hereunder in respect of such Loan shall be terminated, and thereupon the Borrower shall either effect a Conversion of such Loan (if such Conversion would eliminate such unlawfulness) or prepay to such Lender within the time required by such Applicable Law (or at the end of such longer period to which the Lender shall in its discretion have agreed) all of the Obligations to such Lender in respect of such Loan and all cash collateral amounts payable in connection with such prepayment pursuant to Section 2.9. Such Lender’s Commitment

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so required to be prepaid shall be correspondingly permanently reduced or terminated (as the case may be) on the giving of such notice (and, for greater certainty, no other Lender shall be responsible therefor) and the Aggregate Commitment shall be reduced by the amount and at the time of any prepayments so required to be made, unless the Borrower shall propose Replacement Lenders which, if acceptable to the Administrative Agent (and in the case of an assignment by a Revolving Lender) the Issuing Lender, would be prepared to accept an assignment of the Loans of the Lender and to assume its Commitment and other obligations hereunder, in which event the Lender shall no later than 30 days thereafter assign its rights and obligations to the Replacement Lender for a price equal to the principal amount of the Loans of the Lender then outstanding plus accrued interest on the principal amount and all other amounts payable in respect of all outstanding Loans and all fees and all other amounts payable hereunder to the Lender to the date of such assignment, payable in cash against receipt of such assignment. If there are any types of Loans hereunder that are not so affected, the Borrower may convert the Loans which are affected into one of the types of Loans that are not affected.

12.4 Payment of Costs and Expenses

The Borrower shall pay (a) all reasonable and documented costs and expenses incurred by the Administrative Agent, the Lenders and the Joint Lead Arrangers, including the reasonable fees, charges and disbursements of counsel, in connection with the Credit Facilities, the diligence and syndication of the Credit Facilities (including third party expenses), the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any actual or proposed amendments, modifications or waivers of the provisions hereof or thereof, and (b) all costs and expenses incurred by the Joint Lead Arrangers, Administrative Agent and each Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, including their rights under this Section 12.4, or in connection with the Loans and other extensions of credit hereunder, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

12.5 Indemnity

The Borrower shall indemnify the Administrative Agent, the Joint Lead Arrangers and each Lender and their respective Affiliates, officers, directors and employees (each, an “Indemnified Person”) from and against all suits, actions, investigations, proceedings, claims, losses (other than loss of profits), expenses (including reasonable fees, charges and disbursements of counsel), damages and liabilities (each, a “Claim”) that any such Indemnified Person may sustain or incur as a consequence of any default, misrepresentation, wilful misconduct or negligence by any Obligor with respect to, or otherwise made in any way connection with, this Agreement or any other Loan Document or the Credit Facilities or the use of the proceeds thereof, and to reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any such Claim, except that no Indemnified Person will be indemnified for any Claim to the extent resulting from its own gross negligence or wilful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The obligations of the Borrower under this Section 12.5 shall survive the repayment of the other Obligations and the termination of the Credit Facilities.

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12.6 Environmental Matters

The Borrower shall indemnify each Indemnified Person and shall hold each of them harmless from and against any and all losses, liabilities, damages, costs, expenses and claims (including without limitation reasonable legal fees and reasonable costs and expenses of investigation) in respect of (a) any non-compliance with or violation of Environmental Laws or Environmental Permits including the assertion of any Lien thereunder, or (b) an Environmental Activity, including any actual, threatened or alleged Release or presence of Hazardous Substances (collectively, “Environmental Claims”), except that no Indemnified Person will be indemnified for any amounts to the extent such are resulting from its own gross negligence or wilful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. In addition, the Borrower agrees that any Environmental Claims shall form part of the Obligations and shall bear interest from time to time at the rate payable for Prime Rate Loans. The Borrower’s obligations and indemnification under this Section 12.6 shall survive the repayment of the other Obligations and the termination of the Credit Facilities.

12.7 Benefit of Indemnities

The Administrative Agent and the Lenders shall hold the benefit of the indemnities in Sections 12.5 and 12.6 in trust for those Indemnified Persons who are not parties to this Agreement.

ARTICLE 13

THE ADMINISTRATIVE AGENT AND

THE ADMINISTRATION OF THE FACILITY

13.1 Appointment, Authorization and Relationship

13.1.1    Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to be its attorney in its name and on its behalf to exercise such rights or powers granted to such Lender under this Agreement and the other Loan Documents on the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to execute, as agent for and on its behalf and on behalf of any Affiliate of such Lender that is a party or counterparty to any Hedging Arrangement, any of the other Loan Documents wherein it is expressly stipulated that the Administrative Agent is acting in such capacity, and each Lender agrees to be bound thereby as principal. Each of the Lenders and, in relation to any Hedging Arrangement, on behalf of such Lender’s Affiliates, hereby confirms and agrees to such appointment and the Administrative Agent agrees to act in such capacity. Each Person which is or becomes a Lender, and each Person which is a Lender’s Affiliate which is or becomes a party or counterparty to any Hedging Arrangement, shall be deemed to ratify this appointment.

13.1.2    As to any matters not expressly provided for by this Agreement or the Loan Documents (including, without limitation, enforcement thereof), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders and such instructions shall be binding

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upon each of the Lenders and any Affiliate of such Lender that is a party or counterparty to any Hedging Arrangement. The Administrative Agent shall not be required to take any action which exposes the Administrative Agent to liability in such capacity, which could result in the Administrative Agent incurring any costs and expenses not contemplated by this Agreement or which is contrary to this Agreement or Applicable Law.

13.1.3    The Administrative Agent shall only have those duties which are expressly specified in this Agreement. Those duties are solely of a mechanical and administrative nature. The relationship between the Administrative Agent and the Lenders is that of agent and principal and the Administrative Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender. Nothing in this Agreement, express or implied, is intended to or shall be construed as to impose upon the Administrative Agent any obligation except as expressly set forth herein and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent.

13.2 Duties and Obligations of Administrative Agent

Neither the Administrative Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Administrative Agent shall be deemed to be contracting as agent for and on behalf of such Persons) shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Loan Documents except for its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Administrative Agent, and any of its directors, officers, agents and employees:

13.2.1    may assume that there has been no assignment or transfer by any Lender of its rights hereunder unless and until all of the requirements of Section 14.1 have been complied with;

13.2.2    may consult with legal counsel, independent chartered accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or other experts;

13.2.3    shall incur no liability under or in respect of this Agreement or any of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile or other means of electronic communication) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder or thereunder;

13.2.4    may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary;

13.2.5    may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Person upon a certificate signed by or on behalf of such Person;

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13.2.6    shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take such action;

13.2.7    does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders in connection with the negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;

13.2.8    shall not have any duty to ascertain or to enquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents on the part of the Borrower or any of the other Obligors or any Limited Recourse Guarantor or to inspect the property (including the books and records) of the Borrower or any of the other Obligors or any Limited Recourse Guarantor;

13.2.9    may execute any of its duties under this Agreement by or through agents and shall be entitled to advice of counsel concerning all matters pertaining to such duties; the Administrative Agent shall not be responsible for the negligence or misconduct of any agents selected by it with reasonable care; and

13.2.10    shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Documents or any instrument or document furnished pursuant hereto or thereto or for any failure of the Borrower to perform its obligations hereunder.

13.3 Prompt Notice to the Lenders

The Administrative Agent shall provide to the Lenders copies of all information, notices and reports given to the Administrative Agent by the Borrower as soon as possible after receipt of the same, except information, notices and reports (i) relating solely to the role of Administrative Agent hereunder, (ii) distributed directly by the Borrower to the Lenders, or (iii) otherwise considered by the Administrative Agent to be irrelevant or immaterial to the Lenders.

13.4 BMO’s Authority to Deal with Borrower

With respect to its own participation in the Credit Facilities as a Lender, BMO (or any successor which acts as Administrative Agent hereunder) shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent. BMO (or any such successor which acts as Administrative Agent hereunder) may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower and any Person which may do business with any of them, all as if BMO (or any such successor which acts as Administrative Agent hereunder) were not the Administrative Agent hereunder and without any duties to account therefor to the Lenders or to any other Person.

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13.5 Dealings by Borrower with Administrative Agent

Unless otherwise specifically provided herein, the Borrower shall deal with the Administrative Agent in lieu of the Lenders for all purposes of this Agreement. The Borrower may rely, and shall be fully protected in so relying, without any obligation to inquire into the correctness thereof, upon any action taken, notice, direction, waiver, consent, determination, communication or agreement by the Administrative Agent purporting to be on behalf of the Required Lenders, or all of the Lenders hereunder, as the case may be, any of which shall, as regards the Borrower, be deemed to be an action, notice, direction, waiver, consent, determination, communication or agreement of the Required Lenders or the Lenders, as applicable.

13.6 Independent Credit Decisions

It is understood and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower. Accordingly, each Lender confirms with the Administrative Agent that it has not relied, and will not hereafter rely, on the Administrative Agent (i) to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower or any other Person under or in connection with this Agreement or the transactions herein contemplated (whether or not such information has been or is hereafter distributed to such Lender by the Administrative Agent), or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower or the other Obligors or any Limited Recourse Guarantor. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or the other Obligors or any Limited Recourse Guarantor which may come into the possession of the Administrative Agent or any of its officers, directors, employees or agents. Each Lender acknowledges that a copy of this Agreement has been made available to it for review and each Lender acknowledges that it is satisfied with the form and substance of the same.

13.7 Indemnification

Each Lender hereby agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), in accordance with its Rateable Portion, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time (including, without limitation, at any time following payment of the Loans) be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by the Administrative Agent hereunder or thereunder or in respect hereof or thereof; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or wilful misconduct. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Rateable Portion of any out-of-pocket

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expenses (including counsel fees) incurred by the Administrative Agent in connection with the preservation of any rights of the Administrative Agent or the Lenders as against the Borrower under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Loan Documents, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. The indemnities in this Section 13.7 shall survive the payment of the Loans and all other amounts payable hereunder.

13.8 Successor Administrative Agent

The Administrative Agent may, as hereinafter provided, resign at any time by giving written notice thereof to the Lenders and the Borrower, which resignation shall only become effective upon the appointment of a Successor Administrative Agent (as defined below). Upon any such resignation, the Lenders shall have the right to appoint a successor agent (in this Section 13.8, the “Successor Administrative Agent”) which shall be one of the Lenders. If no Successor Administrative Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a Successor Administrative Agent from among the Lenders (or, if no other Lender will assume such role, from among institutional trustees having suitable expertise), which Successor Administrative Agent shall (provided no Event of Default has occurred and is continuing) be acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as Administrative Agent hereunder by a Successor Administrative Agent, such Successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall thereupon be discharged from its further duties and obligations as Administrative Agent under this Agreement. The retiring Administrative Agent shall cooperate with the Successor Administrative Agent in the performance of its duties for a reasonable period of time after such resignation. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 13 shall continue to enure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder.

13.9 Action by and Consent of Lenders; Waiver and Amendments

13.9.1    Subject to Section 13.9.3, where the terms of this Agreement or any of the other Loan Documents refer to any action to be taken hereunder or thereunder by the Lenders or to any such action that requires the consent or other determination of the Lenders, the action taken by and the consent or other determination given or made by the Required Lenders shall, except to the extent that this Agreement expressly provides to the contrary, constitute the action or consent or other determination of the Lenders herein or therein referred to, and the Administrative Agent may exercise its powers under Section 13.1 based upon such action, consent or other determination.

13.9.2    Subject to Section 13.9.3, this Agreement and any other Loan Document may be amended only if the Borrower and the Required Lenders so agree in writing, any consent under this Agreement or any other Loan Document shall be given only by the Administrative Agent (at the direction of the Required Lenders) in writing, and any Event of Default may be waived before or after it occurs only if the Administrative Agent (at the direction of the Required Lenders) so agrees in writing. Any amendment, consent or waiver so made shall be binding upon all of the Lenders.

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13.9.3    Any amendment or waiver which changes or relates to:

13.9.3.1    increases in the amount of the Aggregate Commitment or any Lender’s Commitment;

13.9.3.2    decreases in the principal amount of, or interest or Applicable Margins on, or fees in respect of, the Loans;

13.9.3.3    the Final Maturity Date;

13.9.3.4    extensions of the dates for, or amounts of, any scheduled repayment of the Loans;

13.9.3.5    the currency of any payment;

13.9.3.6    the release or discharge of the Security over all or any material portion of the Collateral (except to the extent provided in Section 13.9.6 below);

13.9.3.7 the definition of “Required Lenders”; or

13.9.3.8    this Section 13.9,

shall require the agreement of all of the Lenders (or in the case of amendments or waivers listed in Section 13.9.3.1, 13.9.3.2, 13.9.3.3, 13.9.3.4, or 13.9.3.5 which affect only one of the Credit Facilities, all of the Lenders affected thereby) and also (in the case of an amendment) of the Borrower; provided that all the Lenders hereby consent to an increase in the Aggregate Commitment as described in Section 9.2.17, if applicable.

13.9.4    Any amendment or waiver which changes or relates to the rights and/or obligations of the Administrative Agent shall also require the agreement of the Administrative Agent. Any amendment or waiver which changes or relates to the rights and/or obligations of the Issuing Lender or the Swingline Lender shall also require the agreement of the Issuing Lender or the Swingline Lender, as the case may be.

13.9.5    Any waiver and any consent by the Administrative Agent or any Lender under any provision of this Agreement or any other Loan Document may be given subject to any conditions thought fit by the Person giving that waiver or consent. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.

13.9.6    The Administrative Agent may from time to time without notice to or the consent of the Lenders execute and deliver partial releases of the Security in respect of any item of Collateral (whether or not the proceeds of sale thereof are received by the Administrative Agent) which (i) the Obligors are permitted to dispose of hereunder (including, for greater certainty, a release of the Dorchester Lease upon expiry thereof, if any, in accordance with

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its terms), or (ii) are no longer required to be subject to a specific form of Security pursuant to a change of use or of the form of ownership thereof, in each case without obtaining the prior written consent of the Lenders, and if applicable, to re-deliver any Equity Interests or other Collateral in its possession pursuant to any such release; and in releasing any such Security or re-delivery of any such Collateral, the Administrative Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry.

13.10 Redistribution of Payments

Excluding a repayment or prepayment pursuant to Section 12.3 or Section 14.6, a Lender (a “Remitting Lender”) which obtains any payment on account of its portion of a Loan which has not been repaid to the other applicable Lenders in accordance with their respective Rateable Portions shall, and the Borrower hereby irrevocably authorizes any such Lender to, remit such payment or portion thereof to the Administrative Agent for redistribution to the applicable Lenders in accordance with their respective Rateable Portions. In any such case, the Remitting Lender, upon such payment by it to the Administrative Agent, shall be deemed for all purposes not to have received from the Borrower that payment so remitted to the Administrative Agent, and the Lender or Lenders (the “Receiving Lenders”) receiving such payment or portions thereof upon a redistribution thereof by the Administrative Agent shall be deemed for the purposes hereof to have received such payment or portion thereof (as the case may be) from the Borrower. If all or part of any such payment made by such Remitting Lender shall be recovered by the Borrower from such Remitting Lender, such amount so paid by such Remitting Lender to the Administrative Agent shall forthwith be repaid by the Receiving Lenders to the Administrative Agent (for the benefit of the Remitting Lender).

13.11 Notification of Default

Each Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each of the Lenders, of any event of which it has actual notice which constitutes a Default or an Event of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from any Lender or the Borrower referring to this Agreement, describing the default and stating that the notice is a “Notice of Default”.

13.12 Taking and Enforcement of Remedies

13.12.1    Each of the Lenders hereby acknowledges that, to the extent permitted by Applicable Law, the remedies provided hereunder and under the other Loan Documents to the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights and the rights of any Affiliate of such Lender that is a party or counterparty to any Hedging Arrangement hereunder and thereunder are to be exercised collectively by the Administrative Agent upon the instructions of the Required Lenders. Accordingly, notwithstanding any of the provisions contained herein or therein, except as provided in Section 11.4, each of the Lenders (on its own behalf and on behalf of any Affiliate of such Lender that is a party or counterparty to any Hedging Arrangement) hereby covenants and agrees that it shall not be entitled to take any action

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with respect to the Credit Facilities, including, without limitation, any election of remedies in respect of an Event of Default hereunder, but that any such action shall be taken only by the Administrative Agent upon the instructions of the Required Lenders as provided herein. Notwithstanding the foregoing, in the absence of instructions from the Required Lenders (or, to the extent Section 13.9.3 is applicable, all of the Lenders) where the Administrative Agent has requested instructions and in its sole opinion, acting reasonably, the exigencies of the situation warrant such action, the Administrative Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as it deems appropriate or desirable in the interests of the Lenders. Each of the Lenders further covenants and agrees, that, upon any such instructions being given to the Administrative Agent by the requisite Lenders, it shall cooperate fully with the Administrative Agent to the extent requested by the Administrative Agent in any collective action. Each Lender covenants and agrees to do all acts and things and to make, execute and deliver all agreements and other instruments, including, without limitation, any instruments necessary to effect any registrations, so as to fully carry out the intent and purposes of this Section 13.12.1.

13.12.2    Each Lender hereby covenants and agrees that it has not heretofore sought, taken, accepted or received and shall not hereafter seek, take, accept or receive any security for any of the obligations and liabilities of the Borrower hereunder or under the other Loan Documents or under any other document, instrument, writing or agreement ancillary hereto or thereto other than such security as is provided hereunder or thereunder and shall not enter into any agreement with any of the parties hereto or thereto relating in any manner whatsoever to the Credit Facilities, unless all of the Lenders shall at the same time obtain the benefit of any such security or agreement.

13.12.3    Each of the Lenders and the Borrower further covenants and agrees that all proceeds from the exercise of the rights and remedies provided hereunder and under the Loan Documents, to the extent permitted by Applicable Law, are held for the benefit of all of the Secured Parties and, after deduction therefrom of all costs of realization, shall be shared among the Secured Parties proportionately based upon the respective aggregate amounts of the Secured Obligations which are outstanding to each of the Secured Parties at the relevant time or times of sharing. To the extent any Lender receives or is entitled to receive any amount hereunder in excess of the amount of the Secured Obligations owed to it hereunder, it shall hold such excess in trust on behalf of and for the benefit of the other Secured Parties entitled thereto.

13.13 Adjustments to Reflect Rateable Portions

All Loans outstanding under any Credit Facility shall be maintained as between the Lenders according to their respective Rateable Portions, except to the extent that the Administrative Agent deems any variations therefrom to be immaterial. The Administrative Agent shall determine all adjustments to amounts required to be advanced by the Lenders or to amounts of payments to which the respective Lenders are entitled to reflect as nearly as practicable the respective Rateable Portions of the Lenders.

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13.14 No Partnership

Nothing contained in this Agreement and no action taken by the Lenders pursuant hereto shall be deemed to constitute the Lenders a partnership, association, joint venture or other collective entity.

13.15 Joint Lead Arrangers and Other Titles

None of the Joint Lead Arrangers or the Lenders identified on the facing page of this Agreement as a “Bookrunner”, “Syndication Agent”or any other title specified on such page shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

13.16 Defaulting Lenders

13.16.1    Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

13.16.1.1    the standby fees payable pursuant to Section 6.5 shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender;

13.16.1.2    such Defaulting Lender shall not be included in determining whether, and the Commitment and the Rateable Portion of the aggregate principal amount of such Defaulting Lender under the Credit Facilities shall not be included in determining whether, all Lenders or the Required Lenders, have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 13.9), provided that any waiver, amendment or modification requiring the consent of all Lenders that affects such Defaulting Lender differently than other Lenders shall require the consent of such Defaulting Lender;

13.16.1.3    the Administrative Agent may require such Defaulting Lender to pay to the Administrative Agent for deposit into an escrow account maintained by and in the name of the Administrative Agent an amount equal to such Defaulting Lender’s maximum contingent obligations hereunder to the Administrative Agent and the Issuing Lender; and

13.16.1.4    the Administrative Agent may withhold any payments owing to such Defaulting Lender for set-off against such Defaulting Lender’s existing or reasonably foreseeable future obligations hereunder.

For the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies under Applicable Law respecting each Defaulting Lender.

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ARTICLE 14

SUCCESSORS AND ASSIGNS

14.1 Successors and Assigns

This Agreement shall become effective when executed by the Borrower, the Administrative Agent and each Lender and after that time shall be binding upon and enure to the benefit of the Borrower, the Administrative Agent, the Lenders and their respective successors and permitted assigns.

14.2 No Assignment by Borrower

The Borrower shall not have the right to assign its rights or obligations under this Agreement or any interest in this Agreement without the prior consent of all the Lenders, which consent may be arbitrarily withheld.

14.3 Assignment by Lenders

14.3.1    Subject to the OLG Direct Agreement, upon prior written notice to the Administrative Agent and the Borrower, a Lender may assign all or any part of its interest in the Credit Facilities to one or more Persons other than a natural Person (each an “Assignee”), provided that:

14.3.1.1    so long as no Event of Default has occurred and is continuing, any such assignment shall be for a minimum Commitment of $5,000,000 unless the proposed Assignee is an existing Lender;

14.3.1.2    such assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless the proposed Assignee is an existing Lender, an Affiliate of a Lender or an Approved Fund;

14.3.1.3    in the case of an assignment by a Revolving Lender, such assignment must be approved by each of the Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld or delayed) unless the proposed Assignee is an existing Lender;

14.3.1.4    such assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless (i) the proposed Assignee is an existing Lender, an Affiliate of a Lender or an Approved Fund, or (ii) an Event of Default has occurred and is continuing;

14.3.1.5    such Lender shall deliver to the Borrower an Assignment and Assumption Agreement by which the proposed Assignee assumes the obligations and agrees to be bound by all the terms and conditions of this Agreement, all as if the Assignee had been an original party and, if not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

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14.3.1.6    such Lender shall hold a minimum Commitment of $5,000,000 following such assignment.

Upon receipt by the Administrative Agent of a processing fee of $5,000 from the parties to such assignment (other than upon an assignment (i) to an Affiliate of the Lender, (ii) to a Lender, or (iii) by the Administrative Agent or any of its Affiliates) and satisfaction of the other conditions set out above, the assigning Lender and the Borrower shall be released from its respective obligations under this Agreement (to the extent of such assignment and assumption) and shall have no liability or obligations to each other to such extent except in respect of matters arising prior to the assignment. The Assignee shall have the same rights and benefits and be subject to the same limitations under the Loan Documents as it would have if it was a Lender.

The assigning Lender shall give the Borrower prior written notice of any assignment and the Lenders acknowledge that any such assignment may be subject to review and prior approval of the appropriate Governmental Authority, to the extent required under applicable Gaming Law.

14.3.2    Any assignment pursuant to this Section 14.3 will not constitute a repayment by the Borrower to the assigning or granting Lender of any Loan, nor a new Loan to the Borrower by such Lender or by the Assignee, as the case may be, and the parties acknowledge that the Borrower’s obligations with respect to any such Loans will continue and will not constitute new obligations.

14.3.3    Upon an assignment by a Lender pursuant to Section 14.3 (or pursuant to Section 14.6) becoming effective, Schedule A hereto shall be deemed to be amended to include the Assignee as a Lender with its specific Commitment, address and facsimile number and the Commitment of the Lender making such assignment shall be deemed to be reduced by the amount of the Commitment of the Assignee. The Administrative Agent may from time to time require an amendment to this Agreement to reflect any changes to Schedule A.

14.4 Participations

14.4.1    A Lender may grant participations in all or any part of its interest in the Credit Facilities to one or more Persons (other than an Obligor) (each a “Participant”); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. The Lender granting such participation shall give the Borrower written notice thereof and the Lenders acknowledge that any such participation may be subject to review and prior approval of the appropriate Governmental Authority, to the extent required under applicable Gaming Law.

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14.4.2    The voting rights of any Participant (a) shall be limited to matters in respect of (i) increases in the Commitment of such Participant, (ii) reductions of principal, interest or fees payable to such Participant, (iii) extensions of the Final Maturity Date, (iv) extensions of the dates for, or amounts of, any scheduled repayments of the Loans and (v) releases or discharges of all or substantially all of the Security, and (b) for clarification purposes, shall not include the right to vote on waivers of Defaults or Events of Default.

14.4.3    Subject to the next sentence, to the extent permitted by Applicable Law, each Participant shall be entitled to the benefits of Article 12 of this Agreement to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 14.3, provided such Participant agrees to be subject to Section 13.10 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Section 12.1 and Section 12.2 than the Lender would have been entitled to receive (at the time of the participation) with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

14.5 Further Assurances

The Borrower shall provide such certificates, acknowledgements and further assurances in respect of this Agreement and the Credit Facilities as an assigning Lender or a Lender granting a participation, as the case may be, may reasonably require in connection with any assignment or participation pursuant to this Article 14.

14.6 Departing Lenders

14.6.1    If a Lender: (i) is a Defaulting Lender; (ii) seeks compensation under Section 12.1 or any payments under Section 12.2; (iii) refuses to give timely consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 13.9.3, requires consent of all the Lenders, or all the Revolving Lenders or Term Lenders, as applicable (and the consent of the Required Lenders or the requisite number of Revolving Lenders or Term Lenders, as applicable, has been given with respect thereto) (a “Non-Consenting Lender”); (iv) invokes Section 12.3, which continues for at least thirty (30) days, unless all Lenders are invoking the same or (v) in the determination of AGCO or other applicable Governmental Authority has been found to be unsuitable as a financing party for any required license, consent, qualification or finding of suitability applicable to the Borrower’s registration under applicable Gaming Laws (collectively, the “Departing Lenders”), then the Borrower may:

14.6.1.1    replace the Departing Lender with an Assignee proposed by the Borrower to replace any Departing Lender in accordance with this Agreement (a “Replacement Lender”) acceptable to the Administrative Agent and (in the case of a Departing Lender who is a Revolving Lender) the Issuing Lender and the Swingline Lender, each acting reasonably, who purchases at par the aggregate principal amount of the Advances owing to the Departing Lender and assumes the Departing Lender’s Commitment and all other obligations of the Departing Lender hereunder, provided that prior to or concurrently with such replacement:

(a) the Departing Lender shall have received payment in full of all principal, interest, fees and other amounts through such date of

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replacement (including the provision of funds as required pursuant to Section 2.9 in respect of outstanding Bankers’ Acceptances accepted by such Departing Lender and any amounts required to indemnify the Departing Lender for any additional cost, reduction, payment, foregone interest or other return requested pursuant to Section 12.1) and a release from any further obligations to make Advances hereunder after the date of such replacement;

(b) the assignment fee required to be paid pursuant to Section 14.3 shall have been paid by the Borrower to the Administrative Agent;

(c) all of the requirements for such assignment contained in Section 14.3 shall have been satisfied;

(d) such replacement does not conflict with any Applicable Law; and

(e) in the case of a Departing Lender who is a Non-Consenting Lender, the Replacement Lender consents, at the time of such assignment, to each matter in respect of which such Non-Consenting Lender was a Non-Consenting Lender and the Borrower requires each other Lender that is a Non-Consenting Lender to assign the aggregate principal amount owing to it under the Credit Facilities and its Commitment; or

14.6.1.2    provided that no Default or Event of Default has occurred or is continuing and that the requirements to reduce the Aggregate Commitment in Section 2.5.2 have been met, elect to terminate the Departing Lender’s Commitment, in which case the Aggregate Commitment shall be reduced by an amount equal to the amount of any Departing Lender’s Commitment so cancelled (provided that prior to or concurrently with such cancellation, the Departing Lender shall have received payment in full of all principal, interest, fees and other amounts through such date of cancellation (including the provision of funds as required pursuant to Section 2.9 in respect of outstanding Bankers’ Acceptances accepted by such Departing Lender and any amounts required to indemnify the Departing Lender for any additional cost, reduction, payment, foregone interest or other return requested pursuant to Section 12.1) and a release from any further obligations to make Advances hereunder after such termination); or

14.6.1.3    exercise any combination of the rights under Sections 14.6.1.1 and 14.6.1.2 above; provided that in each case, each Departing Lender is treated rateably with the other Departing Lenders, if any.

14.6.2    If the AGCO or other applicable Governmental Authority determines that a Participant has been found to be unsuitable as a financing party for any required license, consent, qualification or finding of suitability applicable to the Borrower’s registration under applicable Gaming Laws (a “Departing Participant”), the provisions of Section 14.6.1 shall apply equally to such Departing Participant, as if such Participant was a Departing

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Lender, with respect to its participation, mutatis mutandis, unless the Lender which has granted or proposes to grant such participation elects to terminate the participation as notified to the Borrower.

14.6.3    Immediately upon a determination that a Lender has become a Departing Lender under clause (v) of Section 14.6.1, or a Participant has become a Departing Participant under Section 14.6.2, the Lender (or Participant, as applicable) will have no further rights to exercise any right (voting or otherwise) in connection with the Loans and Commitments.

14.6.4    Notwithstanding any other provision of any Loan Document, Borrower shall not be required to pay or reimburse any Lender (or Participant) who is the subject of any investigation or inquiry into its qualification or finding of suitability required under applicable Gaming Laws as a result of its breach of Applicable Laws for any costs associated therewith.

ARTICLE 15

GENERAL

15.1 Reliance

All covenants, agreements, representations and warranties of any Loan Party made herein or in any other Loan Document or in any certificate or other document signed by any of its directors or officers and delivered by or on behalf of any of them pursuant hereto or thereto are material, shall be deemed to have been relied upon by the Administrative Agent and each Lender notwithstanding any investigation heretofore or hereafter made by the Administrative Agent, the Lenders or Lenders’ counsel or any employee or other representative of any of them and shall survive the execution and delivery of this Agreement and the other Loan Documents until the Borrower shall have satisfied and performed all of its obligations hereunder and the Lenders shall have no further obligation to make Advances hereunder.

15.2 Confidential Information

15.2.1    Neither the Administrative Agent nor any Lender shall disclose any Information (as defined below) to any other Person except (a) to another Lender, (b) to its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives to the extent necessary to administer or enforce this Agreement and the other Loan Documents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of the Information and instructed to keep such Information confidential), (c) to the extent required by any regulatory authority having jurisdiction over it (including any self-regulatory authority), (d) as required by Applicable Law, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) to any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Borrower and its obligations, or any insurance or reinsurance company that is providing or potentially providing a Lender with insurance in respect of such Lender’s interest in the Credit Facilities, (g) to the extent such information

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shall otherwise have been disclosed to the public, or becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than a Loan Party and (h) to legal counsel, independent accountants or other experts retained by the Administrative Agent in accordance with Section 15.3. If the Administrative Agent or any Lender is requested or required to disclose any Information (other than by any bank examiner) pursuant to or as required by Applicable Law or by a subpoena or similar legal process, the Administrative Agent or such Lender, as applicable, shall use its reasonable commercial efforts (to the extent permitted by Applicable Law) to provide the Borrower with notice of such requests or obligation in sufficient time so that the Borrower may seek an appropriate protective order or waive the Administrative Agent’s, or such Lender’s, as applicable, compliance with the provisions of this Section, and the Administrative Agent and such Lender, as applicable, shall, to the extent reasonable, co-operate with the Borrower in the Borrower’s obtaining any such protective order. For purposes of this Section, “Information” means all information received from the Sponsor or any Loan Party relating to any Loan Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to such receipt. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information in accordance with its internal policies. The obligations under this Section 15.2 shall survive the payment of all Loans and all other amounts payable hereunder.

15.2.2    Each Lender may provide to any proposed Assignee or Participant any Information that, in the reasonable opinion of such Lender, may be relevant or useful in connection with the Credit Facilities or any portion thereof proposed to be acquired by such Assignee or Participant, provided that each recipient of such Information enters into a confidentiality agreement in respect of such Information (which, provided no Event of Default has occurred and is continuing, shall be in a form approved by the Borrower, acting reasonably).

15.2.3    The Administrative Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the Credit Facilities as is necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such information and instructed to make available to the public only such information as such person normally makes available in the course of its business of assigning identification numbers. In addition, and notwithstanding anything herein to the contrary, the Administrative Agent may provide to Loan Pricing Corporation and/or other recognized trade publishers information concerning the Borrower and the Credit Facilities of the nature customarily provided to Loan Pricing Corporation and/or other recognized trade publishers of such information for general circulation in the loan market.

15.2.4    The Borrower authorizes and consents to the reproduction, disclosure and use by the Administrative Agent and the Lenders of customary information about the Borrower (including, without limitation, the Borrower’s name and any identifying logos) and the transactions herein contemplated to enable the Administrative Agent and/or Lenders to

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publish promotional “tombstones” and other forms of notices of the transactions contemplated herein in any manner and in any media (including, without limitation, brochures and posting by the Administrative Agent and the Lenders on their websites), although such disclosure shall not reference the purchase price for the Purchase Transaction. In addition to the foregoing, each Lender and its Affiliates shall have the right to: (a) describe the transaction including (i) interest rates applicable to the Credit Facilities; and (ii) the maturity date applicable to the Credit Facilities, and (b) describe the Borrower, including its name and logo, and the other Obligors, in reporting that is distributed by an Approved Fund to its investors from time to time; provided, however, that any such descriptions shall (x) not include any financial statement information of the Borrower or other Obligors and (y) be accompanied by a written notice to the Approved Fund’s investors stating that such descriptions are strictly confidential and may not be disclosed by any such investor, nor used by any such investor for any purpose other than for monitoring the performance of the Approved Fund.

15.3 Employment of Experts

The Administrative Agent may, at any time and from time to time, retain and employ legal counsel, independent accountants and other experts in order to perform or assist it in the performance of its rights and powers under this Agreement or the other Loan Documents, and neither it (in its capacity as Administrative Agent) nor its directors, officers or employees shall be responsible to the Borrower or any other Person for or in respect of the negligence or misconduct of any such counsel, accountant, consultant or other expert selected by it in good faith and with reasonable care. The Borrower shall pay to the Administrative Agent within thirty (30) days of demand (with full particulars of amounts claimed) all proper and reasonable compensation paid or payable to such counsel, accountant, consultant or other expert retained or employed pursuant to this provision.

15.4 Reliance by the Lenders

The Administrative Agent and the Lenders shall be entitled to rely upon any schedule, certificate, statement, report, notice or other document or written communication (including any facsimile or other means of electronic communication) believed by them to be genuine and correct, and upon the advice and statements of agents, legal counsel, accountants, appraisers, consultants and other experts selected by them.

15.5 Notices

15.5.1    Any notice or other communication required or permitted to be given hereunder shall, except as otherwise permitted, be in writing and given by delivering it or sending it by hand-delivery, prepaid first-class mail, facsimile or other means of electronic communication as hereinafter provided. Subject to Section 15.5.2, any such notice, if mailed by prepaid first-class mail at any time other than during or within three (3) Business Days prior to a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the day of sending, or if delivered by hand shall be deemed to have

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been received at the time it is delivered to the applicable address noted below either to the individual designated below or to a senior employee of the addressee at such address (and, in the case of the Administrative Agent or any Lender, at the same department within such Lender) with responsibility for matters to which the information relates, provided in each case that if such day is not a Business Day, such notice shall be deemed to have been received on the next succeeding Business Day. Notice of change of address shall also be governed by this Section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications shall be delivered by hand, or sent by facsimile or other means of electronic communications and shall be deemed to have been received in accordance with this Section. Notices and other communications shall be addressed as follows:

(a) if to the Borrower:

MGE Niagara Entertainment Inc.

6380 Fallsview Boulevard, Box 300

Niagara Falls, ON L2E 6T3

Attention: David A. Rome

Email: drome@mohegangaming.com

(b) if to the Administrative Agent:

Bank of Montreal

Agent Bank Services

250 Yonge St. 11^th Floor

Toronto, ON M5B 2L7

Attention: Agency Services

Email: bmocclo.agencytoronto@bmo.com

Facsimile number: (416) 598-6218

(c) if to the Lenders, at the addresses noted on Schedule A or in any Assignment and Assumption Agreement executed pursuant to Section 14.3.

15.5.2    Any notice or other communication required or permitted to be given by the Borrower hereunder shall be given prior to 2:00 p.m. (Toronto time) (other than notices given in accordance with Section 3.1 hereof) on the date stipulated therefor in order to be considered effective on such date, unless the Administrative Agent otherwise agrees or unless otherwise expressly provided herein. Any notice actually given after that time will be deemed to be given on the immediately following Business Day.

15.5.3    Notwithstanding anything to the contrary contained herein, a Borrowing/Rollover/Conversion Notice shall only be deemed to have been received upon actual receipt by the Administrative Agent.

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15.6 Time

Time is of the essence in all provisions of the Loan Documents.

15.7 Further Assurances

Whether before or after the happening of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver, or cause to be done, made, executed or delivered all such further acts, documents and things in connection with the Credit Facilities and the Loan Documents as the Administrative Agent may reasonably require from time to time for the purpose of giving effect to the Loan Documents.

15.8 Judgment Currency

15.8.1    If for the purpose of obtaining judgment in any court in any jurisdiction with respect to this Agreement, it is necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due hereunder, the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose, “rate of exchange” means the rate at which the Administrative Agent would, on the relevant date, be prepared to sell a similar amount of such currency in the Toronto foreign exchange market, against the Judgment Currency, in accordance with normal banking procedures.

15.8.2    In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which judgment is given and the date of payment of the amount due, the Borrower will, on the date of payment, pay such additional amounts as may be necessary to ensure that the amount paid on such date is the amount in the Judgment Currency which, when converted at the rate of exchange prevailing on the date of payment, is the amount then due under this Agreement.

15.8.3    Any additional amount due from the Borrower under this Section 15.8 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agreement.

15.9 Severability

Each of the provisions contained in any Loan Document to which the Borrower is a party is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction or the validity or enforceability of any other provision of such Loan Document or of any other Loan Document to which the Borrower is a party. Without limiting the generality of the foregoing, if any amounts on account of interest or fees or otherwise payable by the Borrower to the Administrative Agent or the Lenders hereunder exceed the maximum amount recoverable under Applicable Law, the amounts so payable hereunder shall be reduced to the maximum amount recoverable under Applicable Law.

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15.10 Governing Law

Except as otherwise specifically provided, the Loan Documents shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

15.11 Submission to Jurisdiction

The Borrower agrees that any suit, action or proceeding arising out of or relating to this Agreement against it or any of its assets may be brought in any court of the Province of Ontario and the parties hereto hereby irrevocably and unconditionally attorn and submit to the non-exclusive jurisdiction of such court over the subject matter of any such suit, action or proceeding. The Borrower irrevocably waives and agrees not to raise any objection it might now or hereafter have to any such suit, action or proceeding in any such court including, without limitation, any objection that the place where such court is located is an inconvenient forum or that there is any other suit, action or proceeding in any other place relating in whole or in part to the same subject matter. The Borrower agrees that any judgment or order in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and consents to any such judgment or order being recognized and enforced in the courts of its jurisdiction of incorporation or any other courts, by registration or homologation of such judgment or order, by a suit, action or proceeding upon such judgment or order, or any other means available for enforcement of judgments or orders. Nothing in this Section shall restrict the bringing of any such suit, action or proceeding in the courts of any other jurisdiction.

15.12 Anti-Money Laundering Laws

The Borrower acknowledges that, pursuant to AML Laws and other applicable “know your client” laws and requirements, the Lenders and the Administrative Agent may be required to obtain, verify and record information regarding the Obligors, their respective directors, authorized signing officers, direct or indirect shareholders or other persons in control of the Obligors and the transactions contemplated hereby. The Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective Assignee or Participant, in order to comply with any applicable AML Laws or such other applicable “know your client” laws and requirements, whether now or hereafter in existence.

15.13 Counterparts

This Agreement may be signed in any number of counterparts and by different parties in separate counterparts, each of which shall be deemed to be an original, and all such separate counterparts shall together constitute one and the same instrument.

15.14 Entire Agreement

The Loan Documents constitute the entire agreement between the parties thereto pertaining to the matters therein set forth. There are no warranties, undertakings, representations or agreements between such parties in connection with such matters except as specifically set forth or referred to in the Loan Documents.

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15.15 This Agreement to Govern

Except as expressly set out in the OLG Direct Agreement, if there is any inconsistency between the terms of this Agreement and the terms of any other Loan Document then, in respect of the Obligations, the provisions hereof shall prevail to the extent of the inconsistency. The foregoing shall not apply to limit or restrict in any way the rights and remedies of the Administrative Agent or the Lenders under the terms of the Security Documents after the Liens thereby constituted shall have become enforceable (except, solely as between the Administrative Agent, the Lenders and OLG, as expressly set out in the OLG Direct Agreement).

15.16 Delivery by Facsimile Transmission

This Agreement may be executed and delivered by facsimile transmission or electronically in PDF format and each of the parties hereto may rely on such facsimile or electronic PDF signature as though such signature were an original signature.

[signature page follows]

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IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first written above.

MGE NIAGARA ENTERTAINMENT INC., as Borrower
By:	/s/ David A. Rome
Name:	David A. Rome
Title:	Secretary

COMPLEX SERVICES INC., as Guarantor
By:	/s/ David A. Rome
Name:	David A. Rome
Title:	Secretary

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BANK OF MONTREAL, as Administrative Agent
By:	/s/ James Di Giacomo
Name:	James Di Giacomo
Title:	Managing Director
	Loan Syndications
By:	/s/ Francois Wentzel
Name:	Francois Wentzel
Title:	Managing Director

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THE LENDERS
	BANK OF MONTREAL, as a Lender
	By:	/s/ Steven Latinovich
	Name:	Steven Latinovich
	Title:	Managing Director
	By:	/s/ Joshua Seager
	Name:	Joshua Seager
	Title:	Director

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KEYBANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Matthew T. Bradley
Name:	Matthew T. Bradley
Title:	Vice President

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FIFTH THIRD BANK, as a Lender
By:	/s/ Knight D. Kieffer
Name:	Knight D. Kieffer
Title:	Managing Director

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ROYAL BANK OF CANADA, as a Lender
By:	/s/ Andrew McLauchlin
Name:	Andrew McLauchlin
Title:	Vice President

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CANADIAN WESTERN BANK, as a Lender
By:	/s/ Mykhaylo Hotsaliuk
Name:	Mykhaylo Hotsaliuk
Title:	AVP, Corporate Lending
By:	/s/ Stan Seto
Name:	Stan Seto
Title:	AVP, Corporate Lending

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EX-99.1

Exhibit 99.1

Mohegan Gaming & Entertainment (MGE) Becomes Service

Provider of Fallsview Casino Resort and Casino Niagara

MGE Extends Global Footprint in Canada Becoming Operator of the Niagara Gaming Bundle

Pictured from left to right: James Gessner Jr., Interim Chairman of Mohegan Tribe,

Richard Taylor, President of Niagara Casinos,

Mario Kontomerkos, CEO of Mohegan Gaming & Entertainment and

Stephen Rigby, President & CEO of Ontario Lottery & Gaming Corporation

Uncasville, CT (June 12, 2019) – Mohegan Gaming & Entertainment (MGE), owner, developer and manager of awe-inspiring integrated entertainment resorts (IER) throughout the United States and Northern Asia, celebrated the beginning of a new era as the service provider for the Niagara Gaming Bundle in Canada, marking the latest international expansion for the brand.

Concluding a memorable day of employee focused events celebrating MGE’s introduction at the Niagara properties, Mohegan Gaming & Entertainment CEO, Mario Kontomerkos, Mohegan Tribal Council Interim-Chairman, James Gessner Jr., Niagara Casinos President, Richard Taylor and OLG President and CEO, Stephen Rigby, participated in a unique gifting moment symbolizing the commitment and appreciation by all parties to the leading developer of integrated entertainment resorts worldwide. Following the official legal closing, MGE will commence responsibility for the day-to-day gaming operations of Fallsview Casino Resort and Casino Niagara and future operation of the future Niagara Falls Entertainment Centre.

“As a company known for our all-encompassing integrated entertainment properties and extraordinary guest experiences, we are proud to be part of the transformation of the Niagara gaming and entertainment scene as operators of the iconic dual-anchored casino properties, including the future Niagara Falls Entertainment Centre,” said Mario Kontomerkos. “The addition of the Niagara Falls destination to MGE’s portfolio of properties offers our millions of valued guests another impressive one-of-a-kind experience MGE has become known for providing. We look forward to becoming an integral part of the Niagara community and promoting greater economic development and tourism in the region by showcasing our outstanding gaming, entertainment and resort offerings for locals and visitors alike.”

In addition to overseeing Fallsview Casino Resort and Casino Niagara, MGE will further expand the region’s entertainment options by operating the future 5,000-seat Niagara Falls Entertainment Centre. Located adjacent to Fallsview Casino Resort in the heart of the city, the large-scale venue is expected to not only drive visitors and A-list celebrity talent to Niagara’s lively entertainment and nightlife scene, but also increase job opportunities and encourage tourism.

As part of Mohegan Gaming & Entertainment’s latest global venture, the brand is proud to announce Christian Block as Regional President, who reports to COO Michael Silberling and is responsible for MGE properties in Niagara Falls and Korea. Along with his support for these important international investments, Block will ensure the day-to-day compliance and regulatory controls are met while embedding the “Mohegan Way” into all operations at the Niagara Falls properties. Block brings over 30 years of global gaming and integrated resort experience, with leadership roles domestically as well as in Europe, the Middle East and Asia.

“The transition of the Niagara Gaming Bundle to MGE is a key milestone in OLG’s modernization of land-based gaming, which is bringing new employment and investment to communities across Ontario,” said Stephen Rigby, OLG’s President and CEO. “MGE’s extensive experience in delivering world-class gaming entertainment and the investments it will make in the bundle will help ensure the long-term competitiveness of the Niagara gaming market.”

OLG will continue to conduct and manage the gaming properties in the Niagara Gaming Bundle including providing oversight and approval with respect to certain operational changes, retaining ownership of key player information and maintaining the highest standards of Responsible Gambling. OLG also continues to administer Municipality Contribution Agreement payments to the City of Niagara Falls.

One of many Niagara dignitaries and business owners in attendance at the event, Niagara Mayor, Jim Diodati added, “How exciting to be partnering with Mohegan Gaming and Entertainment in Niagara Falls! Mohegan is as passionate about using their considerable expertise in gaming to elevate the experience in Niagara Falls as we are. What I love most is that their vision to enhance both the Casino Niagara and Fallsview Casino nodes is aligned with our clear focus on the visitor experience, development landscape and growing jobs here both now and in the future.”

Fallsview Casino Resort and Casino Niagara mark the latest international expansion for Mohegan Gaming & Entertainment. In 2018 Mohegan Gaming & Entertainment announced plans for Project Inspire, an entertainment and gaming complex to be located at the Incheon International Airport in South Korea featuring a luxury hotel, premier shopping, a 15,000-seat arena, and more. Project Inspire marks the first Indian tribe to enter the Asian gaming market as well as the only truly integrated entertainment resort in Northern Asia.

For more information on Mohegan Gaming & Entertainment, please visit www.mohegangaming.com and follow Fallsview Casino Resort on Facebook, Instagram and Twitter.

ABOUT MOHEGAN GAMING & ENTERTAINMENT

Mohegan Gaming & Entertainment (MGE) is a master developer and operator of premier global integrated entertainment resorts, including Mohegan Sun in Uncasville, Connecticut and Inspire in Incheon, South Korea. MGE is owner, developer, and/or manager of integrated entertainment resorts throughout the United States, including Connecticut, New Jersey, Washington, Pennsylvania, Louisiana, Northern Asia, and beginning in 2019 Niagara Falls, Canada. MGE is owner and operator of Connecticut Sun, a professional basketball team in the WNBA and New England Black Wolves, a professional lacrosse team in the National Lacrosse League. For more information on MGE and our properties, visit www.mohegangaming.com.

ABOUT ONTARIO LOTTERY & GAMING CORPORATION (OLG)

OLG is the Ontario government agency that delivers gaming entertainment in a socially responsible manner. OLG conducts and manages gaming facilities, the sale of province-wide lottery games, PlayOLG Internet gaming, the delivery of bingo and other electronic gaming products at Charitable Gaming Centres and is helping to build a more sustainable horse racing industry in Ontario. Since 1975, OLG has provided nearly $50 billion to the Province and the people of Ontario. These payments to the province support the operation of hospitals, amateur sport through the Quest for Gold program, local and provincial charities and problem gambling prevention, treatment and research.

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