BB1700884_2010-09-14_1billion

#2, COUNTER NW 881700884 Registered JAN-1411:57 Page 1 of 45
881'00884
56
,It SEP 2010 ,..
LAND TITLEACT
FORMB
[Section 225]
Province of
British Columbia
MORTGAGE - PART 1 (This area for Land Title Office use) PAGE 1 OF 45 PAGES
t. APPLICATION: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)
John G.R. Third
FRASER MILNER CASGRAIN LLP
Barristers & Solicitors
1500 - 1040 West Georgia Street
Vancouver, British Columbia V6E 4H8
Telephone: 604-687-4460 (LTO CLIENT #11709)
2. PARCEL IDENTIFIER (S) AND LEGAL DESCRIPTION(S) OF LAND: *
(PID)
SEE SCHEDULE
(LEGAL DESCRIPTION)
tp 9/10412010 PM 5 2
Chsrue 1
3. BORROWER(S) [MORTGAGOR(S): (including postal address(es) and postal code(s *
MILLENNIUM MADISON PROPERTIES LTD.
MILLENNIUM PROPERTIES LTD.
MILLENNIUM ROBSON PROPERTIES LTD.
MILLENNIUM ENGLISH BAYPROPERTIES LTD.
all of 208 West 1
st
Avenue, Vancouver, British Columbia, VSY 3T2
4. LENDER(S) (MORTGAGEE(S): (including occupation(s), postal address(es) and postal code(s *
CITY OF VANCOUVER, of453 West 12
th
Avenue, Vancouver, British Columbia, V5Y IV4
s. PAYMENT PROVISIONS: .*
(a) Principal Amount: (b) Interest Rate: (c) Interest
Adjustment Date:
$1,000,000,000.00 20% PER ANNUM
N/A
(d) Interest Calculation Period: (e) Payment Dates: (t) First Payment
Date:
ANNUAL ON DEMAND
N/A
(g) Amount ofeach periodic (h) Interest Act (Canada) Statement: (i) Last Payment
payment: The equivalent rate of interest Date:
calculated half yearly not in advance
$N/A is N/A% per annum. ON DEMAND
(j) Assignment of Rents which the (k) Place of payment: (1) Balance Due
applicant wants registered? Date:
POSTAL ADDRESS
YES 0 NO 181 INlTEM4 ON DEMAND
Ifyes, page & paragraph no.:
Ifspace insufficient, enter "SEE SCHEDULE" and attach Schedule in Fonn E.
Ifspace in any box insufficient, enter "SEE SCHEDULE" and attach schedule in Form E.
525925-2-2321185vI
i
#2, COUNTER NW 881700884 Registered JAN1411:57 Page 2 of 45
MORTGAGE - PART I PAGEl
6. MORTGAGE contains floating charge on land? 7. MORTGAGE secures a current or running account?
YES 0 NO 181 YES 0 NO 181
8. INTEREST MORTGAGED:
Freehold
Other (specify)
181
181 Leasehold created by Lease BA449961 as modified by BBI019289 and Option to Purchase BA449962 as
modified by BBI019290 as to Parcel Identifier: 011.069589, Block 5 (Explanatory Plan 3389)
District Lot 302 Plan 5832
9. MORTGAGE TERMS:
Part 2 ofthis mortgage consists of (select one only):
(a) Prescribed Standard Mortgage Terms
(b) Filed Standard Mortgage Terms
(c) Express Mortgage Terms
o
o
181
D.F. Number:
(annexed to this mortgage as Part 2)
A selection of(a) or (b) includes any additional or modified terms referred to in Item 10 or in a schedule annexed to this mortgage.
10. ADDITIONAL OR MODIFIED TERMS: *
N/A
11. PRIOR ENCUMBRANCES PERMITIED BY LENDER: *
N/A
12. EXECUTION(S): This mortgage charges the Borrower's interest in the land mortgaged as security for payment of all money due
and performance of all obligations in accordance with the mortgage terms referred to in Item 9 and the Borrower(s) and every other
signatory agree(s) to be bound by, and acknowledge(s) receipt ofa true copy of, those terms...
Borrower(s) Signature(s)
MILLENNIUM MADISON
PROPERTIE LTD. by its authorized
signatory:
Execution Date
y
M D
10 09 14
Officer Signature(s)
JOHN G. H. T :: :0
Barrister & S..:'idf.:r .
fRASER MILNER CASGr;AiN LU
0.500: J 040 West Georgia Slr"et
Yancouver; B.C; V61:. 4H8
D:e!ephone (604) 68Z:4460
OFFICERCERTIFICATION:
Your signature constitutes a representation that you are solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c. 124, to take affidavits
for use in British Columbia and certifies the matters set out in Part 5of the Land Title Act as they pertain to the execution of this instrument.
Ifspace insufficient, enter "SEE SCHEDULE" and attach schedule in Fonn E.
Ifspace insufficient, continue executions on additional pagels) in Fonn D.
525925-2-2321185v1
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LAND TITLEACT
FORMD
EXECUTIONS CONTINUED PAGE 3
Print Name:
MILLENNIUM ENGLISH BAY
PROPERTIE TD. by its authorized
signatory:
MILLENNIUMR SON
TD. by its authorized
Print Name:
Party(ies) Signature(s) Execution Date
y
M D
10 09 14
10
09 14
10
09 14
\
d
UOHN G. R. THIRD
Barrister & ,"'olicitor
fRASER MILNER CASGRAIN LLP
lL500; J040 West Georgia Street
Yancouver; V6E 4H8
(604) 681:4460.
[JOHN G. R. THIRD
Barrister & Solidtor
:fRASER MILNER CASGRAIN LLP
[500; J 040 West Georgia Str"et
Yancouver; S.C.. V6E 4H8 .
[elephone (604) 68"Z:4460
[JOHN G. R. nmm
Barrister & Solidtor
:ERASER MILNER CASGRAIN LLP
1[500; 3.040 West Georgia
alancouver; V6E 4H8
'. \[elephon ) 682:4460
Officer Signature(s)
OFFlCFRCFRTIFlCA11ON: .
Your signature constitutes a representation that you are a solicitor, notary pUblic or other person authorized by the Evidence Acl R.S.B.C. 1996.
c. 124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the
execution of this instrument.
525925-2-2321185vl
LAND TITLEACT
FORME
SCHEDULE PAGE 4
Enter the Required Information in the Same Order as the Information Must Appear on the Freehold Transfer Form,
Mortgage Form or General Docwnent Form.
2. PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF LAND: *
(PID) (LEGAL DESCRIPTION)
Registered Owner in Fee Simple: Millennium Madison Properties Ltd
002-113-341 Lot 76 District Lot 119 Group 1 New Westminster District Plan 58623
027-519-422 Strata Lot 147 District Lot 119 Group 1 New Westminster District
Strata Plan BCS2906 together with an interest in the Common
Property in proportion to the Unit Entitlement of the Strata Lot as
shown on Form V
shown on Form V
shown on Form V
shown on Form V
027-519-465 Strata Lot lSI District Lot 119 Group 1 New Westminster District
shown on Form V
shown on Form V
shown on Form V
shown on Form V
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:;,
LAND TITLEACT
FORME
SCHEDULE . PAGES
Enter the Required Infonnation in the Same Order as the Infonnation Must Appear on the Freehold Transfer Fonn,
Mortgage Fonn or General Document Fonn.
Registered Holder of Leasehold Charge with an Option to Purchase: Millennium Properties
LM ,
011-069-589 Block 5 (Explanatory Plan 3389) District Lot 302 Plan 5832
Registered Owner in Fee Simple: Millennium Robson Properties J;,td
026-379-988 Lot 1 Block 55 District Lot 541 Group 1 New Westminster District
Plan BCP18790 Except Part Subdivided by Air Space Plan BCP35673
027-533-441 Strata Lot 1 District Lot 541 Group 1 New Westminster District Strata
Plan BCS2917 together with an interest in the Common Property in
proportion to the Unit Entitlement of the Strata Lot as shown on
FonnV
FonnV
Form V
Form V
Form V
Form V
Form V
Form V
S2S92S-2-232118Svl
r.
. J4ND TITLEACT
FORME
SCHEDULE PAGE 6
Enter the Required Information in the Same Order as the Infonnation Must Appear on the Freehold Transfer Fonn,
Mortgage Fonn or General Document Form.
027-533-522
027-533-531
027-533-549
027-533-557
027-533-565
027-533-573
027-533-581
. 027-533-590
027-533-603
027-533-611
Strata Lot 9 District Lot 541 Group 1New Westminster District Strata
Form V
Strata Lot 10 District Lot 541 Group 1 New Westminster District
shown on Form V
shown on Form V
shown on Form V
Property in proportion to the Unit Entitlement of the Strata Lot .as
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
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. LAND TITLEACT
FORME
SCHEDULE PAGE 7
027-533-620
027-533-638
027-533-646
027-533-654
027-533-662
027-533-671
027-533-689
027-533-697
027-533-701
027-533-719
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
S2S92S-2-232I 18Svl
i.
LAND TITLEACT
FORME
SCHEDULE PAGES
Mortgage Form or General Document Form.
027-533-727
027-533-735
027-533-743
027-533-751
027-533-760
027-533-778
027-533-786
027-533-794
027-533-808
. 027-533-816
shown on Fonn V
shown on Fonn V
Strata Lot 31 District Lot ,541 Group 1 New Westminster District
Strata Plan BCS2917 together. with an interest in the Common
shown on Fonn V
shown on Fonn V
shown on Fonn V
shown on Fonn V
shown on Fonn V
shown on Fonn V
shown on Fonn V
shown on Fonn V
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.LAND TITLEACT
FORME
SCHEDULE PAGE 9
027-533-824
027-533-832
027-533-859
027-533-867
027-533-875
027-533-883
027-533-891
027-533-905
027-533-913
027-533-921
shown on Fonn V
Strata Plan BCS2917 together with an interestin the Common
shown on Fonn V
Strata Lot 1 District Lot 541 Group 1 New Westminster District Strata
Plan BCS2918 together with ~ interest in the Common Property in
FonnV
Form V
Form V
FonnV
proportion to the Unit Entitlement of the 'Strata Lot as shown on
Form V
FonnV
Form V
Plan, BCS2918 together with an interest in the Common Property in
Form V
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LAND TITLEACT
FORME
SCHEDULE PAGE 10
Enter the Required Information in the Same Order as the Infonnation Must Appear on the Freehold Transfer Form,
027-533-930
027-533-948
. 027-533-956
027-533-964
027-533-972
027-533-981
027-533-999
027-534-006
027-534-014
027-534-022
Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
shown on Form V
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LAND TITLEACT
FORME
SCHEDULE PAGE 11
Mortgage Fonn or General Document Form.
027-534-031
027-534-049
027-534-057
shown on Form V
shown on Form V
shown on Form V
Registered Owner in Fee Simple: Millennium English Bay Properties Ltd.
014-499-029 The West 25 Feet of Lot 9 Block 62 District Lot 185 Plan 92
015-752-551 Lot 8 Block 62 District Lot 185 Plan 92
015-752-640 Lot 9, Except the West 50.75 Feet, Block 62 District Lot 185 Plan 92
015-752-674 Lot A (See 17609K) of Lot 9 Block 62 District Lot 185 Plan 92
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,A ... " ...
LAND TITLEACT
MORTGAGE TERMS-PART 2
PAGE 12
JOINf AND SEVERALDEMANDDEBENTURE.
THIS DEBENTURE is as of theliday of October, 2008.
BY:
MILLENNIUM DEVELOPMENT CORPORATION, a company existing
under the laws of the Province of British Columbia
-and-
MILLENNIUM MADISON PROPERTIES LTD., a company existing under
the laws of the Province of British Columbia .
MILLENNIUM'ROBSON PROPERTIES a company existing under
the laws of the Province of British Columbia
-and-
MILLENNIUM IJMITED EDmON HOMES LTD., a company existing
under the laws of the Province of British Columbia .
-and-
MILLENNIUM PROPERTIES LTD., a company existing under the laws of
the Province of British Columbia
-and-
MIL1;.ENNlUM ENGLISH BAY LTD., a company existing
under'the laws of the Province of British Columbia .
-and-
MILLENNIUM EVELYN PROPERTIES LTD., a company existing under the
laws of the Province of British Columbia
(collectively, the nGrantors", and each a "Grantor")
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NW 881700884
INFAVOUR OF:
Registered JAN-1411:57 page 13 of 45
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PAGE 13
CITY OF VANCOUVER, a municipal corporation existing under the laws of
the Province of British Columbia
(the " City")
FOR V ALUE RECEIVED, the Grantors jointly and severally make the
agreements set out in this debenture and jointly and severally acknowledge
themselves liable to and promise to pay to or to the order of the City, ON
DEMAND, the principal sum of one billion ($1,000,000,000) dollars at such place as
the City may designate by notice in writing to the Grantors, and to pay interest on
the principal sumoutstanding from time t9. time and all other amounts from time to
time owing hereunder to the date of payment at the rate of 20% per annum both
before and after demand, default and judgment Such interest shall be calculated
monthly, not in advance, and be payable in like money at the same place
commencing on the last day of the month immediately following the date hereof
and thereafter on the last day of each and every month in each year until the
principal sum outstanding and all amounts from time to time owing
hereunder shall be paid in full Interest on overdue interest shall be calculated, and
,'<; >, shall be due and payable, in like money in the same manner and at the same time
t':S; and place as aforesaid.
ARTICLE1
DEFlNmONS ANDINTERPRETATION
Section 1.1
(a) In this debenture and. any supplemental. debenture, unless the context
indicates otherwise, -terms defined above or in schedule "A" shall have such
meanings herein.
(bl Terms defined in the Developer Mortgage and not otherwise defined herein
shall have the same meanings in this debenture and any supplemental debenture
unless the context indicates otherwise.
(c) Terms defined in the PPSA and not otherwise defined herein or in the
Developer Mortgage shall have the same meanings in this debenture and any
supplemental debenture unless.the context indicates otherwise. .
........
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PAGE 14
Section 1.2 Number, Gender and Interpretation.
In this debenture or any supplemental debenture, words importing the
singular number only shall include the plural and vice versa, and words importing
gender shall include all genders. References in this debenture or any supplemental
debenture to any person shall include such person and its successors and permitted
assigns. The term lIincluding" shall be deemed' to mean "including, without
limitation".
Section1.3 Severability.
H and to the extent that any provisiQn' hereof shall conflict with any
mandatory provision of'the PPSA (including an exclusion or purported exclusion of
a duty or onus imposed by the PPSA or a limitation or purported limitation of ~ e
liability of or the amount of damages recoverable from a person who has failed to
discharge a duty or obligation imposed by the PPSA), such provision of the PPSA
shall govern. The provisions of this debenture are intended to be severable. H any
provision of this debenture shall be held invalid or unenforceable inwhole or inpart
in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the
extent of such invalidity or unenforceability without in any. manner affecting the
validity or enforceability thereof in any other jurisdiction or the remaining
provisions hereofinany jurisdiction. .
. Semon1.4 Headings.
The division of this debenture into Articles and sections and the insertion of
headings are fo.- convenience of reference only ~ shall not affect the construction
or interpretation hereof. .
Section1.5 Governing Law.
This debenture shall be governed by and construed in acc::ordance With the
laws of the Province of British Columbia and the federal laws of Canada appBcable
therein.
Section1.6 Jurisdiction.
(a) Each Grantor irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive nmsdiction of the courts of the Province of British
Columbia sitting in the City of Vancouver, and any appellate court withjurisdiction
in respect of the appeals. therefrom, in any action or proceeding arising out of or
relating to this debenture or any supplemental debenture, or for -recognition or
enforcement of any judgment, and irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in
(;;,... such BritishColumbia court or, to the fullest extent permitted by ApplicableLaw, in
.... : . ~ . !
'.. J
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PAGElS
any such appellate court.' Each Grantor agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided Qy law. Nothing in this
section 1.6 shall affect the right of the City to enforce any judgment obtained against
any of the Grantors inany other jurisdiction inwhich any Charged Premises may be
situate, or to enforce any rights hereunder against any Charged Premises in any
suchjurisdiction. .
(b) Each Grantor irrevocably and unconditionally waives, to the fullest extent
pennitted by Applicable Law, any objection that it may now or hereafter have to the
laying of venue of any action or proceeding arising out of or relating to this
debenture or any supplemental debenture in any court referred to in section 1.6(a).
Each Grantor hereby irrevocably waives, to the fullest extent permitt(d by
Applicable Law, (i) the defence of an inconvenient forum to the maintenance of such
action or proceeding in any such court, and (ii) any immunity which it or its assets
may have in respect of its obligations under this debenture and any supplemental
debenture from any suit, execution, attachment or other legal process.
(c) Each Grantor irrevocably consents to service of process in the manner
provided for notices in section 4.4. Nothing in this debenture will. affect the right of
the City to serve process inanyother manner permitted by Applicable Law.
Section 1.7 References to Agreements.
. '
(
'., .
;'" , .:
\.:, .
.......
Except as otherwise provided herein, reference herein to this debenture or
any supplemental debenture or to any other contract, or any other
instrument shall be deemed to include references to the same as varied,
supplemented, repJaced or restated from time to time.
Section 1.8 References to Applicable Law.
Except as otherwise provided herein, any reference in this debenture to an
Applicable Law (including any statute) shall be construed to'be a reference to such
Applicable Law (including any such statute) as the same may have been, or may
from time to time be, amended, replaced or
Section 1.9 Currency.
Except as otherwise ,specifically provided herein, all monetary amounts in
this debenture are stated inCanadian dollars.
Section1.10 Days.
Except as otherwise specifically provided herein or in any supplemental
debenture, whenever any payment to be made hereunder shall be stated to be due,
#2, COUNTER NW 881700884
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PAGE 16
or any action to be taken hereunder shall stated to be required to be taken, on a
day other than.a Business Day, such paY,ment shall be made or such action shall be
taken on the next succeeding Business Day and, in the case of the payment of any
monetary amount, the extension of time shall be included for the purposes of
computation of interest or fees thereon.
Section1.11 Schedules.
The following are the schedules attached hereto and incorporated by
reference and deemed to be part hereof:
Schedule IIAIt
Section1.12 Effectiveness of Certain Provisions.
Defined Terms
The promise to pay set forth on page 2 of .debenture, and Articles 2 and 3
of this debenture (except for section 26, which shall be effective on execution
hereof), shall neither be effective nor create any Lien or conateral in favou.r of the
City until Written notice from-the Oly to the Grantors that. the Oty has
from Fortress approval"to the security constituted hereby, upon whichwritten notice
the said promiSe to pay, the remainder of Article 2, and Article 3 sJUill become
effective for all purposes and in accordance with their terms (an4 without limitation
the deliveries contemplated by section 2.20(a) shall be effected). -......
ARTICLE2
SEClJIUTY
Sedion2.1 Grant of Security.
1
" __ h >
Subject to section 2.4:
(a) each Grantor hereby grants, assigns, transfers, mortgages, charges and grants
a security interest to and in'favour of the City;. as and by way of a fixed and specific
mortgage, charge, assignment and security interest (subject only toPennitted liens),
all of the present and futUre legal, beneficial aNi equitable right, title, estate and
interest of such Grantor in and to, and an benefit and now or hereafter
accruing to or to be derived by such Grantor from, all present and ater-acqui:red
personal property (including all' goods, intangibles, investment property,
instruments, documents of litle, chattel paper and money), whether in the name of
such Grantor or otherwise; and
(b) each Grantor hereby grants and charges to and in favour <?f the Oty, as and
by way of a floating charge (subject only to Permitted Lierls), all of the present and
future legal, beneficial and right, title, estate and interest of such Grantor
i,
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PAGE 17

.... ,
'0.,.'" in and to, and all benefit and advantage now or hereafter accruing to or to be
derived. by 8uch Grantor from, all unde$kings, properties and assets of every
nature andkind (including all goodwill), present and future, whether in thename of
such Grantor or otherwise, EXCEPT such of its undertakings, properties and assets
as are validly subject to the fixed. and specific Security granted by it puISuant to
section 2.1(a) above; PROVIDEDmATuntil the Security created by this section 21
becomes enforceable (as contemplated by section3.1), the 'floating charge created by
this section 21(b) shall in no way hinder or prevent such Grantor from selling,
exchanging, acquiring, trading, releasing, leasing, assigning, abandoning or
otherwise disposing of or dealing with the subject matter of such floating charge in
the ordinary of its business andfor the purpOse of carrying onand extending
the same, subject however to the express restrictions, limitations and exceptions
contained in this debentuIe.
In this debenture, the grants, assignments, transfers, security interestS,
mortgages and other fixed and floating charges by this debenture are
called the "Security", and -Charged Premises" means all of the and future
property, assets and undertaking of the Grantors which may from time to time be
subject the Security, and proceeds thereof, and any reference to -Charged
Premises
n
shall be deemed to be a reference to the Charged Premises or any part
thereof except where otherwise specifically provided.
The Security shall be effective whether or not any monies secured by the
Security are advanced or any other Secured Obligations are incurred, before or after
or at the same time as this debenture is granted and shall remain effective until such
time as this debenture is discharged in its entirety as provided in section 4.1
irrespective of whether, at any prior time, there may have been no Secured
Obligations outstanding.
Section 2.2 Secured Obligations.
(a) This debenture has been granted and delivered by eachGrantor to the City as

performance of the Principal Obligations and the Other Obligations (including the
amounts referred to in section 2.2(b, up to a collective maximum equal.to the
aggregate of one billion ($1,000,000,000) dollus pIus interest thereon from the date
of demand at the highest rate applicable under the Transaction Documents
(collectively, the "SecuredObligations).
(b) All reasonable expenses, costs and charges incurred by or on behalf of the
Oty in comeroon with this debenture, the Security or any realization with respect
to the Charged Premises, including all reasonable legal fees (on a solicitor and his
own client basis), court costs, receiver's or agent's remuneration and other
reasonable expenses of taking possession of, repairing, protecting, insuring,
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NW 881700884
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PAGElS
, ~ ....
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preparing for disposition, realizing, collecting, selling, transferring, delivering or
obtaining payment of the Charged Premises and payments or expenses incurred in
respect of prior Liens, shall be added to and fonn a part of the Secured Obligations.
(c) Notwithstanding any other provision of this debenture (including the
provision of the ,first paragraph hereof with respect to the principal sumhereof and
such principal sum being payable on demand, section 2.7(a) and. section 3.1), the
City (by its acceptance hereOf) agrees that it will not (and win not be entitled to)
demand payment of the principal sum of this debenture unless.an Event of Default
shall have occurred, and will not (and will not be entitled to) demand payment of
any priOcipal sum under this debenture in excess of or unrelated to the then-
outstanding Secured Obligations. '
(d) Notwithstanding any other provision of this debenture (including the
provision of the first puagraph hereof with respect to the payment of interest), the
aty (by its acceptance hereof) agrees that full payment of an interest payable
pursuant to the TransactionDocuments inaccordance withtheir respective terms for
any period of time shan fully satisfy the obligation of the Grantors to pay interest on
the principal sumoutstanding under this debenture dUring that period of time,
Section 2.3 Attachment.
(a) Each Grantor hereby aclmowledges that (i) value has been given, (ii) such
Grantor has rights in the O1arged Premises of such Grantor (other than after-
acquired property), (iii) it has not agreed to postpone the time of attachment of the
Security, and (iv) such Grantor has received a copy of this debenture.
(b) Bach Grantor shall promptly inform the City in writing of the acquisition by
such Grantor of any property which is not adequately described herein, and the
Grantors shall execute and deliver, at the expense of the Grantors, from time to time
amendments to this debenture or the schedules hereto or additional security or
schedules as may be required by the aty in order that the Security shall attach to
such property and befully registrable.
Sec:tion 2.4 Scope of the Security.
Notwithstanding anything to the contrary expressed or implied insection 2.1:
(a) to the extent that the validity or effectiveness of the'grant and creation of the
Security is, with respect to any property or asset intended to be subject to the
5ecurity, dependent upon obtaining any consent, waiver or other approval of any
third party, the Security shall, with respect to such property or asset only, not have
any force or effect: and be deemed nol'to have ~ given by the applicable Grantor
1U1less and until such consent. waiver or approval so required shall have been so
obtained; provided that, until any such consent. waiver, or approval so required
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NW 881700884
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PAGE 19
(1' . shall have been so obtained, the applicable Grantor shall stand possessed of such
property or asset in trust for the ety and shall, as and when the 5ecurity becomes
enforceable contemplated in section 3.1, assign and dispose thereof as the City
shall direct;
. .
(b) the Security shall not extend or apply to the last day of the term of any lease
or sub-lease, verbal or written, or any agreement therefor, now held or hereafter
acquired by a Grantor as lessee or sub-leSsee in respect of property but the
shall stand possessed of any such reversion upon trust to assign and
dispose thereof as theCity may direct;
the Security withrespect to intellectual property' constitutes a security interest
in, and a charge of, such Charged Premises in favour of the ety, but does not
constitute' an assignment of such Olarged Premises to the City; until the Security
becomes enforceable as contemplated in section 3.1, the grant of the Security in the
intellectual property does not affect in any way the Grantors' respective rights to
commercially exploit the intellectual property, defend it, enforce the Grantors' rights
in it or with respect to it against third parties inany court or claim and be entitled to
receive any damages with respect to any infringement of it; and
(d) . the ety shall not be deemed in any manner to have hereby assumed any.
obligation of a Gra:ntor under any licence, lease, sub-lease, right of way, tenure,
agreement or permit fromtime to time comprised in the Charged Premises,
nor shall the atybe liable to any Governmental Authority or contract counterparty
by reason of any default by any person under any such document; each Grantor on a
joint and several basis agrees to indemnify and hold the City hannless of and from
any and allliabilily, loss or damage which the Oty mayor might incur by reason of
any claim or demand against it bas on its alleged assumption of a Grantor's duty
and obligation to pe:rfonn the terms, covenants and. agreements in any such
docwnent.
Section 2.5 City's Care and Custody of Charged Premises.
(a) Except as required by any mandatory provision of the PPSA
1
the ety shall
not be bound to collect, dispose of, realize, protect or enforce any Grantor's right
title and interest in and to the Charged Premises or to institute proceedings for the
purpose thereof.
(b) The Oly shall not have any obligation to keep identifiable any property in its
possessionconsisting of tangible personal property.
(e) The Oty inay, after the Security shan have become enforceable
l
(i) riotify any
person obligated on an account or on chattel-paper or any obligor on an instrument
to make payment thereunder to the Oty or not the applicable Grantor was
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NW 881700884
-9-
PAGE 20
.; theretofore making collections and (ii) assume of any proceeds
arising from the Charged PremiSes.
Section 2.6 Grantors' Dealings with Charged Premises.
(a) Except for Permitted Liens, no Grantor shall, without the prior w:ritten
consent of the City, transfer, sen or dispose of the Charged Premises or
create, assume or permit to exist any Lien in, on or of the Charged Premises, except
each Grantor may, until the Security becomes enforceable (as contemplated by
Section 3.1), sell or lease property in the ordinary course of its business and for the
purpose of carrying on and extending the same; proVided that such disposition is on
commercially reasonable terms and is to an arm's-length. third party. For the
purpose of this section 2.6(a), "'Charged Premises" shall mean all of the present and
future property, assets and undertaking of the Grantors which would from time to
time be subject to the Security (and proceeds thereof) but for the operationof section
IJ2 .
(b) MOe shall not make any:
(i) payment, dividend, return of or other distribution on or in
resPect of its issued
(ll) purchase, redemption, retraction. or other acquisition of any of its
issued share capital;
(iii) payment on account of any consulting, licensing, management or
administration fee or charge- or any. similar fee or charge payable to
any affiliate of MDC (other than any Such payment made in the
ordinary course of business in respect of goods or on
terms and conditions no less favourable to the payer than would apply
ina similar entered into with an annls-Jength party)r .
(IV) payment on account of any principal of any loans or advances owed by
it to any of its directors, officers or shareholders or any of its or their
respective affiliatesor any 'oth!9' person not dealing at arm's-length
with MOe or any of such directors,.officers, shareholders or affiliates;
or
(v) loan to, .or guarantee of the indebtedness :of,- or other.fiflancial
assistance provided to, any of its directors, officers or shareholders or
any of its or their respective affiliates; or any other person not dealing
at arm's-length with MDC or any of such directors, officers, .
shareholders or affiliates;
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PAGE 21
-,
..."
-:1:
0
"

other than (i) monthly payments by MDC on account of shareholder debt
incurred to fund management costs, not to exceed $100,000 per month, and
(ii) repayment by MOe of shareholder advances made to MOe since July 1,
2008 to fund management costs, in an amount not to exceed $2 million
Section 2.7 Crystallization of Floating Charge.
The floating charge created by section2.1(b) shall become II iDeed charge upon
the occurrence of an Event of Default. .
Section 2.8 Further Assurances.
The Grantors shall forthwith, and from time to time, execute and do, or cause
to be execqted and done, all deeds, documEmts and things whichr in the opinion of
the City, are reasonably necessary or advisable for giving the Qty (so far as may be
possible under the Applicable Laws) valid first.fixed and spedfic security or valid
first floating security (whichever is intended), of the nature herein specified, and
subject only to Permitted liens, upon any property, assets or Wldertaking, whether
now owned or hereafter acquired, intended to be included in the Charged Premises,
to secure the Secured Obligations, and better assuring, mortgaging, charging,
assigning, granted a security interest' in, and confirming unto the City the Charged
Premises, and for conferring upon the City power of sale and other powers
over the Charged Premises as are hereby expressed to be conferred, and (after the
Security has become enforceable) for facilitating the sale of or other dealing with the
Charged Premises in cOJUlection with any realization thereof or any other exercise of
the City's rights hereunder.
Section 2.9 Joint and Several. .
This debenture is provided on a joint and several basis with any guarantee or
other security tg the Oty from time to .time with respect to the Secured
Obligations, by whomsoever and howsoeYef granted.
Section 2.10 Absolute Liability.
The Security secures payment and performance of the Secured Obligations
strictly in accordance With the terms of the relevant Transaction Documents. The
$ecurity shall be and unconditional irrespective of:
(a) the lack of validity or enforceability of any terms of any Transaction
Documents;
(b) any contest by the Developer or any other person as to the validity or
enforceability of any terms of any Transaction Documents or the priority of any
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NW 881700884
Registered JAN1411:57 page 22 of 45
-11-
PAGE 22
security granted to the Oty by the Developer or any other person pursuant to the
terms of any Transaction Document otherwise; . .
(c) anydefence, counter-claimor right of set-off available to the Developer;
(d) any extension of the time or times for or performance of the Secured
Obligations or any indulgences the City may grant to the
(e) any dealings with the security which the aty holds or may hold pursuant to
the terms and conditions of the Transaction Documents or otherwise, including the
taking giving up of securities, the accepting of compositions and the granting of
releases and discharges;' .
{f} the assignment of all or any part of the benefits of this debenture; and
(g) any other circumstances which might otherwise constitute a defence available
to or a discharge of the. Developer or any other person.in respect of the Secured
Obligations, or anyGrantor inrespect of this debenture.
Section 2.11 Remedies.
Each Grantor agrees that the Oty shall not be bound to seek OF exhaust its
recourses against the neveJoper or any other person or to realize on any security
held in respect of the SeCured Obligations before realizing upon or otherwise
dealing with the Charged Premises in sucl) manner as' the Oty may consider
reasonable. Should the aty elect to realize on any security it may hold, either
before, concurrently with or after commencing realization under this debenture, the
Grantors shall have no right of discussion or division.
Section2.12 Impairment of Security.
. or impainnent. of any security received by the Oty" fronl the
Developer or any Qther person pursuant to the provisions of the Transaction
Documents or otherwJse shaD not discharge pro tanto or limit or lessen the Security
constituted by this debenture. .
Section 2.13 No Prejudice.
The Oty shall not be prejudiced in any way in the right to enforce any
provision of this debenture by any act or failure to act on the part of the Developer
or any other person. The City may, at any time and from time to time, without any
consent of or notice to the Grantors and without Impairing or releasing the Security
constituted by this debenture (i) change the manner, place or terms of payment or
change or extend time of payment or performance of, or renew or alter, theSecured
Obligations, fu) release anyone liable in any manner under or in respect of the
I.
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NW 881700884 . Registered JAN14 11:57 Page 23 of 45
-12-
PAGE 23
~ r e d Obligations, (iii) exercise or refrain from exercising any rights against the
Developer or the Grantors or any other person, and (iv) apply any sums from time
to time received on account of the Secured Obligations.
Section2.14 Amount of Secured Obligations.
Any account settled 'or stated by or between the City and the Developer or, if
any such account has not been so settled or stated immediately before commencing
realization under this debenture, any account thereafter stated by the City shall, in
the absence of demonstrated error, be accepted by the Grantors as conclusive
evidence of the amount of the Secured Obligations which at the date of the account
so settled or stated is due by the Developer to the City Of remains unpaid by the
Developer to the City. .
Section 2 ~ 5 Rights of Set-Off.
To the fullest extent pennitted by Law, all proceeds of realization under this
debenture shall be applied to the secured Obligations without regard to any
defence, counter<laim or right of set-off available to the Grantors, the Developer or
any other person.
.Section 2.16 Subrogation and Repayment.
Upon receipt by the City of any proceeds of realization under this debenture,
the Grantors shall not be entitled to claimrepayment against the Developer for such
proceeds-until all claims of the City against the Developer in respect of the Secured
Obligations have been paid and pe.tformed in full. In the case of the liquidation,
winding-up or bankruptcy of the Developer (whether voluntary or compulsory), or
in the event that the Developer shall make a bulk sale of any of its assets within the
provisions of any bulk sales legislation or any composition with creditors or scheme
. of arrangement, the City shall have the right to rank in priority to the Grantors for
their fuli claimS in respect of the Secured Obligations and receive all dividends or
other payments in respect thereof until its claims in respect of the Secured
Obligations have been paid and performed in full and the Security constiluted by.
this debenture shall continue to secure any balance which may be owing to the City .
by the Developer inrespect of the SecuredOpligations. In the event of the valuation
by the Oty of any of its security or the retention thereof by the Oty, or both.. such
valuation or retention, or both, shall not, as between the Qty and the Grantors, be
consideredas a purchase of such security, or as payment or satisfaction or reduction
of the Secured Obligations, or any part thereof. If any amount shall be paid to the
Grantors on account of any subrogation rights at any time when all the Secured
Obligations shall not have been paid and perfonned in full, such amount shall be
held in ~ lor the benefit of the City and shall forthwith be paid to the City to be
-13- .
PAGE 24
0:::\ .! credited and upon the Secured Obligations, whether matured or
unmatured.
Section 2.17 No' Recourse.
Any right of subrogation acquired by the Grantors by reason of the Security
constituted by this debenture shall not be exercised until the Secured Obligations
have been paid and peronned infull and shall be no greater than the right held by
the Oty, and the Grantors shall have no recourse against the Oty foro any invalidity,
non-Perfection or unenforceability of any security held by the City or any
irregularity or defect in the manner or procedure by which the City on such
security.
Section 2.18 Continuing
This de'Qenture shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the secured Obligations is rescinded or
otherwise be returned by the upon the insolvency, bankruptcy or
reorganization of the DeveloPer or otherwise, all as though such payment had not
been made;
Section 2.19 Representations.
There are no other representations,. collateral agreements or conditions willi
respect to this debenture or the Security constituted hereby other than as. contained
or referred to herein or in any other Transaction Documents.
Section 2.20 Shares, etc. comprised in Charged Premises.
With respect to all shares, partnership interes1S andsimllar securities (each,
an"ownership interest") comprised in the Premises, each Grantor: .

(a) upon execution hereof is deliVering to the City certificates representing such
ownership interests duly endorsed in blank for transfer or as the Oty may direct,
together withany and all consents or other instruments or documents which may be
necessary to effect the transfer of such ownership interests to the City or its nominee
or, following anEvent of Default, any third party; and
(b) win uponrequest by the City cause the transfer of such ownership interests to
the Oty to be registered wherever, in the opinion of the Oly, such registration may
be required or advisable, including without limitation in the minute book'(or similar
records) of the issuer of such ownership
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NW 881700884
Sedion3.1
Registered JAN14 11:57 Page 25 of 45
-14-
ARTICLE3
ENFORCEMENT
Default.
PAGE2S
The Security shall be and become enforceable against the Grantors upon the
occurrence ofan Event of Default.
Section3.2 Remedies.
Whenever the Security has'become enforceable, the Oty may realize upon the
Charged Premises and enforce the rights of the City by any remedy or proceeding
authorized or permitted by law (subject in all cases to' any mandatory provision of
the PPSA),. including:
(a) entry onto any real property included in the Charged Premises and any other
premises. where tangible personal property included in the Charged Premises may
be located;
(b) , entry into possession of the Charged Premises by any method permitted by
law;
(c) sale, grant of options to purchase, or lease or sub-lease of the Owged
Premises;
. (d) holding, storing and keeping idle or operating the Charged Premises;
(e) collection'of any proceeds arl$inginrespect of theCharged Premises;
(.f) collection, realization or sale of or other dealing with rents and other
accounts;
.....
<s> licence or sub-licence, whether on an exclusive or non-exclusive basis, of any
intellectual property for such term and on such conditions and in such manner as
the City inits sole judgment determines (takinginto account such provisions as may
be necessary to pr0tec:t and preserve such intellectual property);
(h) the appointment by instrument in writing of a receiver (which termas used in
this debenture includes a receiver and manager) or agent of the Charged Premises;
(i) the institution of proceedings in any court 01 competent jurisdiction for the
appoinbnent of a receiver of the Oiarged Premises; .
, 0) the institution of proceedings in any court of competent jurisdiction for sale
or foreclosure of the Charged Premises; and
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NW 881700884
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PAGE 26
(1<) .filing proofs of claim and other documents to establish claims to the Charged
Premises in any proceedingrelating to a Grantor.
Such remedies may be exercised from time to time seParately or in
combination and with respect to all or any part of the Charged Premises and are in
addition to and not insubstitution fM any rights of the Ctyhowever created.
The City may proceed by way of any action, suit or other proceeding available at
law and no right, remedy or power of the Otyshall be exclusive of or dependent on
any other. The Oty shall not be bound to exercise any right or remedy, and the
exercise of such rights and .remedies shall be without prejudice to the rights of the
Oly in respect of the Secured. Obligations including the right to claim for any
deficiency.
Section 3.3 Additional Rights. .
In addition to the remedies..of the' City set forth in section 3.2, the City may,
whenever the Security has become enforceable:
(a) require the Grantors, at the Grantors' expense, to assemble the Charged
Premises consisting of tangible' personal property at a place ()r places designated by
notice inwriting givenby the City to the Grantors;
@; (b) require the Grantors, by notice inwriting given by the City to the Grantors, to
disclose to the City the location or locations of the Charged Premises consisting of
personal property; .
(c) repair, process, modify, improve, complete or otherwise deal with the
Charged Premises and prepare for the disposition of the Charged Premises, whether
on the premises of the Grantors or -.
(d) carry on all or any of the business of. a Grantor in connection with
Olarged Pre"'mises and, to the exclusion of all others including the. GraI\l!Jrs, enter
upon, occupy and use all or any real property in respect of which. an interest is
subject to the Security, for such time as the Oty sees fi,t, free of charge, and the City
shall not be liable to the Grantors for any ad:, omission or negligence (other than
gross negligence or wilful misconduct) in so doing or for any rent, charges,
depreciation or damages incurred in connection therewith or resulting therefrom;
. (e) borrowfor the purpose of carrying on the business of a Grantor inconnection
with the Charged Premises or for the maintenance, preservation or protection of the
Charged Premises and mortgage, charge or grant a security interest in the Charged.
Premises, whether or not in priority tothe Security, to.secure repayment; and
(f) demand, commence, continue or defend any judicial or administrative
} proceedings the purpose of protecting, Seizing, collecting, realizing or obtaining
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NW 881700884
-16-
PAGE 27
11':]:?"

..'-
' .......
. possession or payment of the Qarged PremiSes, and give valid and effectual
receipts and discharges therefor and compromise or give time for the payment or
performance of aU or any part of the rents or other accounts or any other obligation
of any third party to the Grantors. .
Section 3.4 Concerning the Receiver.
(a) Any receiver apPohlted by the City shall be vested with the rights and
remedies which could have been exercised by the City inrespect of the Grantors (in
connection with the Premises) or the Qlarged Premises and such other
powers and disqetions as are granted. in the instrument of appointment and any
or instruments supplemental thereto. The identity. of the receiver, any
replacement thereof and any remuneration thereof shan be withID the sole and
unfettered discretionof the City.
(b) Any receiver appointed by the City shall act as agent for the City for the
purposes of taking possession of the Charged Premises, but otherwise and [or aU
other purposes (except as provided below and withrespect to its discharge) as agent
for the Grantors (in connection with the Olarged Premises). The receiver may sell,
lease, sul>-lease or otherwise dispose of the Charged Premises as agent for the.
Grantors or as agent for the City as the City may determine in its sole
The Grantors agree to ratify and confirm all actions of the receiver acting as agent
for the Grantors (in with the Charged Premises), and (except for actions
where there has been gross negligence or wilful misconduct on the part of the
receiver) to release and indemnify the receiver inrespect of all such actions..
(c) The City shall not, in appointing or refraining from appointing any receiver,
incur any liability to the receiver, the Grantors or otherwise or be responsible for any
misconduct or negligence of such receiver.
Section 3.5 'Appointment of Attorney.
Each Grantor hereby irrevocably appoints the ety (and any officer thereof) as
attorney of such Grantor (With full power of,substitution) to exercise in the name
and on behalf.of the Grantor, after the Security shall have become enforceable, any
of the Grantors right (including the right of disposal), title and interest inand to the
Charged Premises, Jnduding the execution, endorsement and delivery of any .
agreements, documents, instruments, securities, documents of title and chattel paper
and any notices, receipts, assignments or verifications of the rents and other
All acts of any such attorney are hereby ratified and approved, and such
attorney shall not be liable for any act, failure to act or any other inatter or thing in
connectiontherewith, except for its own gross negligence or wilful misconduct
#2, COUNTER NW 881700884
PAGE2S
."
(d) All moneys from time to time received by the Oty or the receiver may be
applied as follows: first, in payment of all operating expenses and other outgoings
affecting the Charged Premises; second, inkeepingin goodstanding an Liens on the
Charged Premises having priority over ~ e Securi,ty; third, in' payment of the
,remuneration and disbUrsements of the receiver (if any); fourth, in payment to the
City of the Secured Obligations; and the balance, if any, shall be paid to the Grantors
or as a court of competent jurisdiction may direct. Uthere shall be a deficiency, the
Grantors shall remain liable for such defidency and shall pay the amount of 811ch. ."
deficiency to the Oty forthwith.
,Section 3.7 Standards of Sale.
'" .#
-17-
@l . Section 3.6 Dealing With the Charged Premises and the Security_
(a) The City shall not,be obliged to exhaust its recourses against the Developer or
the Grantors or any other person or persons or against any other security it may
hold in respect of ~ secured Obligations before realizing upon or otherwise
dealing with the Charged Premises in such maimer as it may consider desirable.
(b) The City may grant extensions or other indulgences, take and give up
securities, accept compositions, grant releases and discharges and otherwise deal
with the Developer, the Grantors and other part:ies, sureties or securities as it may
see fit without prejudice to the Secured Obligations Or the rights of the City in
respect of the ChargedlTemises.
(c) E x ~ p t as otherwise pro,vided by law or this debenture, the City shall not be
(i) liable or accountable for any failure to collect, realize or obtain payment in respect
of 'the Charged Premises, (ii) bound to institute proceedings for the purpose of
collecting, enforcing, realizing or obtaining payment of the Charged Premises or for
the purpose of preserving any rights of the City, the Grantors or any other parties in
respect thereof, (.til) responsible for any loss occasioned by any sale, or other dealing
with the Charged Premises or by the retention of or failure to sell or otherwise deal
therewith, and (iv) bound to protect the Charged Premises from depreciating in
value' or becomingworthIess.
.. , ,
\ .. :
.._...
Without prejudice to the ability of the City to dispose of the Qwged
Premises comprising personal property. in any manner which is commeteia.l1y
reasonable, the Grantors acknowledge that a disposition of such Qwged Premises.
by the City which takes place substantially in accordance with the following
provisions shall bedeemed to becommercially reasonable:
(a) the Olarged Premises may be disposedof inwhole orin part;
(b) the Charged Premises may be disposed of by public auction, public tender or
private contract, with or withOUt advertising and without any other formality;
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NW 881700884
Registered JAN1411:57 Page 29 Of 45
-18-
PAGE 29
. provided the relevant Otarged Premises have been exposed to the market for a
reasonable period of time;
(e) any purchaser or lessee of the Charged Premises may be the Otyi
(d) a disposition of the Charged Premises may be on such terms and conditions
as to credit or otherwise as the Gty, in its sole disaetion,f may deemadvantageous;
and '
(e) the City may establish 'an upset or reserve bid or price in respect of the
Charged Premises.
Section 3.8 Dealings-by-ThirdParties.
No person dealing with the Oty or-' a receiver shall be required (i) to
determine whether the Security has become enforceable, (li) to deteanine whether
the powers which the City or such receiver is purporting to exercise have become
exercisable, (iii) to detennine whether 'any Secured Obligations remain due and
. owing, (iv) to detennine' the necessity or expediency of the stipulations and
conditions subject to which any sale, lease or sub-lease shall be made, (v) to
detennine the propriety or regularity Of any sale or of any other dealing by the City
or such receiver with the Charged Premises" or (vi) to see to the application of any
money paid to the City or such receiver.
ARTICLE4 ..,
GENERAL
Sedion4.1 Discharges.
The Security will not be discharged, in whole or in party, except by a written
discharge signed by the City. Unless the Security shall have become
City agrees to discharge this debenture on the request and at the cost of Developer
on the later to occur of the following: .
(a) liandover of the Permanent Facilities by Developer to City inaccordance with
the terms of the Lease Agreement; and
(b) provision by Developer to Oty of evidence satisfactory to Oty that Developer
has entered into binding agreements of purchase and sale with arms-length
purchasers (and on terms satisfactory to City) for units in the Project
having an aggregate purchase price of at least $575 million.
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NW 881700884
Section 4.2
Registered JAN-1411:57 Page 30 of 45
-19-
No Merger, etc.
PAGE 30
No judgment by the City shall operate by way of merger of or in _
any way affect the Security, which is in addition to and not in substitution for any
other security now or hereafter held by the City in respect of the Secured
Obligations.
Section4.3 Waivers, etc.
No amendment, consent or waiver by the City shall be effective unless made
in writing and signed by an authorized officer of the City and then such
amendment, w.aiver or consent shall be effective only inthe specific instance and for
the specific purpose for which given. .
Section4.4 Notice.
(a) Any notice, demand, direction or other instrument required or permitted to
be given hereunder shall be in writing and shall be sufficiently given 'if given by
overnight delivery service, by same-day courier, by hand delivery, by telecopy or by
electronic mail to the addressee as follows:
(i) if to the ety:-
City of
CityHall
453 West 12
th
Avenue
Vancouver, BC
Canada VSY1V4
Attention:
Telecopy:
Email:
Project Manager, Southeast False Creek and
Olympic Village Project Office
(604) 871-6856
o]ympicvillage@vancouver.ca
with a copy to:
City of Vancouver
GtyHall
Legal ServiceS
453 West12
th
Avenue
Vancouver, Be
Canada V5YlV4
Attention:
Telecopy:
BillH.Aujla
(604)
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NW 881700884 Registered JAN1411:57 page 31 of 45
-20-
PAGE 31
Email: bill.aujla@Vancouver.ca
(ii) if to any Grantor:
[Grantor's Name]
cj0 Millennium Development Ltd.
198 West Hastings Street Main Floor
Vancouver, BC
Canada V6B IH2
Attention:
Telecopy:
Email:
ShahramMalekyazdi
(604) 683-3420
sm@te1us.blackberry.net
with a copy to:
Fraser Milner Casgrain LLP
15
th
Floor, The Grosvenor Building
1040West Georgia Street
Vancouver, BC
, Canada V6E 4H8
Attention:
TeIecopy:
Email:
John Third
(604) 683-5214
john.third@fmc-law.com
(b) If any such notice, demand, direction or other instrument is delivered or
transmitted on a day other than a Day or after 3:00 p.rn. (local time) on any
Business Day, the same shall be deemed to have been effectively given and received
on the next Business Day.
_..... ...
Any party or the City may change its address for service from time to time by notice
given inaccordance withthe foregoing.
Section 4.5 Successors and Assigns.
This debenture shall be binding upon the Grantors and their respective
successors and permitted assigns, and shall enure to the benefit of the Oty and its
successors and permitted assigns. The rights of a Grantor hereunder may only be
assigned with the prior written consent of the Oty. All rights of the Oty hereunder
shall be assignable without the requirement of any consent
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NW 881700884
Section 4.6
Registered JAN-1411:57 Page 32 of 45
-21-
Current or Running Account.
PAGE 32
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{:-=.; .'
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This debenture may secure one or more current or rUnning accounts, and.
accordingly: .
(a) this debenture shall not be deemed to have been redeemed by reason only
that any advance secured hereby is repaid or the accounts of the Developer or the
. Grantors with the City cease to bein debit; and
(b) it is intended that this debenture will remain effective as security and will
retain the priority given by section 28 of the Property Law Act RS.B.C 1996, Chapter
377, as amended, in respect of any,and all advances and re-advances secured hereby.
Section 4.'1 Joint and Several
All representations, warranties, covenants, agreements and other obligations
of the Grantors hereunder are and will be construed as being joint and several.
Section4.8 Counterparts.
This debenture and all documents contemplated by or delivered. under or in
<;onnection with this debenture may be executed and delivered in any number of
counterparts with the same effect as if all parties ha<;l all signed and delivered the
same document and all counterparts will be const,rued together to be an original and
will constitute one and the same agreement.
Section4.9 Facsimile and Electronic Mail Delivery.
(a) To evidence the fact that it has executed this debenture or any other
document contemplated by or delivered under or in connection with this debenture,
a party may transmit a copy of its executed counterpart to the Gty by facsimile (fax)
or by electronic mail and, unless such transmitting party and the ety agree to some
other date as the date of delivery, the transmitting party shall be deemed to h a v ~
delivered this debenture on the date it transmitted such counterpart by' ~ e
(fax) or by electI'onic mail or such later date as the transmitting party specifies in a
written notice to the City given with or prior to the transmission of its executed
counterpart.
(b) Any party transmitting an executed counterpart of this debenture or such
other document by facsimile (fax) or electronic mail shall promptly thereafter deliver
to the Oty a counterpart bearing its original signature (but any failure or delay inso
doing, shall not derogate in any way from the sufficiency or effectiveness of that
party having transmitted its executed counterpart by facsimile (fax) or electronic
mill). .
#2, COUNTER
"
NW 881700884 Registered JAN-1411:57 Page 33 of 45
-22-
PAGE 33
(c) The signature of an individual executing this debenture (or any no.lice,
certificate or other document contemplated by this debenture) On behalf of a party, if
sent and received by electronic mail or facsimile (fax) transmission, will be deemed
to be genuine in the absence of evidence to the contrary and thus effective in the
hands of the recipient, and binding upon the individual whose signature it
reprQduces and upon the party on whose behalf that individual signed, for all
purposes and with the same effect as if it were the original signature of that
individual
Section 4.10 Effective Date.
This debenture shall take effect as of the date first written above.
[Execution page(s) follow]
i,
#2, COUNTER
-,
NW 881700884 Registered JAN-1411:57 Page 34 of 45
-23-
PAGE 34
IN WITNESS OF WHICH this debenture has been duly executed by each of
the Grantors.
.
DATED as of the date lll'St written above, but executed on the date(s)
indicated below.
Execution Date
ROBERTI G. NIKELSKI
Btitn-jsur & &lld'"r
JRASER MILNER CASGRAIN lLP
11500iJ04O W K ~ GeorgIa Street
Yan-::ouver. B.C: V6E 41".8
l.e1..phone (604=1 68.1.:4460
y
M 0-
08 10
J1
tory(ies)
ROBERll G. NIKElSKI
Barr.&UT & SotJci,or
l:RASER MILNER CASGRAIN llP
11.500 .1040 Wt<st Georgia Slr....t
)'ancou;/er; S.C' V6E 4"8
Itetepboue (604) 681.:4';60
Execution Date
y
M -0
08 10 It'
*
\
_: .. ':',-
, I.
.. #' ::
......
OFFICERCERTlFJCATJON:
Your algnature constitutes a' representation 1hat you are a soIcItor. notary public or oIher person ~ e d by the
Evidence Act R.S.B.C. 1998. c. 124. to take aIfidavit& for usein British Columbia and ceftifies the mailers set out in
Part 5 of the lJmd TIUe Act as they pertain to the exec:utlon of this instrumenl
If space insuflicient. enter "seESCHEDUlE" and attach schedule rn Form E.
If space insufficient. continue executions on additional page(s) InForm O.
i
' .
PAGE 35
.'
-24-
Party(le$) Signalure(s)
MILL. LIMITED
EDmON'H ES LTD.
by authori ignatory(ies)
Party(les) Sfgnature($)
MILLENNIUM OB80
PROPERTIES
, by its auth,orilrpJJ;i
Execution Date
execution Date
V M D
08 10
ft
y
M 0
08 10
Jt
RQ8ERli U. 'ISOKEl.:SKl_
&1Tf.stlr q Solte:rtDr.
FRASER MILNER CASGRAIN llP
3.5005J040 West Georgia Street
,Vancouver: S.C! V6 4H8
(604) 687.:4460
OFFICERCElmFlcATlON:
Your s1g..-ture constitutes arepresentation that you are a solicitor, notary public or other person
authorized by the EvJdenc8 N:& R.S.B.C. 1996, c. 124, to lake affldavis fOr use In British
ColumbIa and certifies the matters set out in Part 6 of the Land Title Act as lhey pertain to the

If spacei1sufficIent, enter -SEESCHEDULE" and attach schedule in Forme.
1f space fnsurticlent. continue executions on additional page(s) In Form D.
#2, COUNTER
-'
NW BB1700884 Registered JAN1411:57 page 36 of 45
PAGE 36
ROBEin; G. NIKElSKt
&rriSlar !I
fRASER MILNER CASGRAIN UP
:J.5oo 1040 Wllst Georgia Strllet
B.C. '/6 4HS
,J"elephone (604) 687,;4460
Iff\ter
ROBERli G. NIKELSK[
lJaTrist"sr l!1 &/icltw
'fRASER MILNER CASGRAJN LlP
;(500 J040 West Georgia Street
Yancouver: S.C: V6E 4H8
:relephone (604) 687.:4460
Execution Date
y
M .D
08 10

.
Execution Date
y
M D
08 10

-
Name:
Name:
Pa
M1LLFl'tllnu

by its a .. ' .

ERTIES
tory(ies)
OFFICERCERTIfICATION: .
Your signature constitutes a representation that you are a soIk:iIDr. notary pubic or other person aUlhorl%ed by the
Eytdence Act R.S.8.C. 1998, c. 124. to take aftIdavfts for use In 8lItfsh Columbia and certifies the matters set out In
Part 5 of tile landDIe.Adas they pertain to the execution of this Instrument
If space insufficient, enter"SEt; SCHEDULE" and attach schedule in Form E. .
- If space insufficient, continue executions on additional page(s) in Form D.
i.
#2, COUNTER
.'
NW 881700884 Registered JAN-1411:57 page 37 of 45
-26-
PAGE 37
}IDBER11 G.. fl'KElSKl
Barr.lSllr &' &llettor.
MILNER CASGRA;" ltP:
West Georpla Street'
YoIIncouver.l:te.: V6E 4H8
i!:"elephGne (604) 687..:4<160
Execution Date
y
M 0
08 10
l'r
-
,
Perty(rea)
MILLENN

by its authol'1'Ji"ra,ignilto
*
OfFICeRCERTIFICATION:
Your signature constitutes a representatJon 1I1at you are a soIcitor. notary public or other person authorized by 1I1e
Eyidence Act R.S.8.C. 1996, c. 124, to take affidavls for use In BritIsh CoIumbra and certifies the matters set out in
Part 5 of the Land Tille Act as they pertain to the execution of lhi$lnstnment.
If space insuffic::ient. eIlter "SEE SCHEDULE" and attach sc:heduIe In FormE.
- If sPace insufficient. continue executions on adcfltional page(s) inFormD.
i,
#2, COUNTER NW 881700884
SCHEDULE"A
rt
-SPECIFIED DEFINEDTERMS
PAGE 38
{":.. :
\. .
'\ .... , ...
. : .. i
........
-._-
"Applicable Law" means, with respect to any person, property, transaction or
event, all current or future applicable statutes, regulations, rules, orders, codes,
treaties, conventions, judgments, awards, determinations and decrees of ,any
Governmental Authority having the force of law.
"Charged Premises has the given to such term. in the second last
paragraph of section21.
"debenture", "hereto", '1lerein", -hereof', lIJlereby", "hereunder
lt
and similar
expressions refer to this debenture and not to any particular article, section,
subsection or other portion thereof, and include any and every instrument ancillary
hereto or in implementation hereof, including any supplemental debenture, and the
expressions "Article" and "section" followed by a number mean and refer to the
specified article or section (or subsection) of this debenture..
"Developer" means Millennium Southeast False Creek Properties Ltd., a
corporation eXisting under the'laws of the ProvinCe of British Columbia.
"Developer Mortgage" means the leasehold mortgage, agreement, and
assignment of leases and rents dated as of September 28, 2IXJl granted by the
De'9'eloper in favour of theCity.
H Governmental means any and every federal, provincial, state,
territorial, regional, municipal or local Governmental Authority# quasi-
Govermnental Auth9rity, court, government or, sell-regulatory organization,
commission, board, tribunal, organization, or any regulatory, administrative or
other agency, or any political or other subdivision, deparbnent, or branch of any of
the foregoing, having legal jurisdiction in any way over any aspect of the Charged
Premises or the parties hereto to the extent it has or performs legislative, judicial,
regulatory, administrative or other functions within its jurisdiction.
"Lien" means any mortgage, pledge, lien, hypothecation, security interest or other
encumbrance or charge (whether fixed, floating or otherwise) or title retention, any
right of (arising otherwise than by of law) and any deposit of .
moneys under any agreement or arrangement whereby such moneys may be
withdrawn only upon fulfilment of any condition as to the discharge of any other
indebtedness or other obligation to any creditor, or any right of or arrangement of
any kind with any aeditor to have its claims satisfied prior to other creditors with or
from the proceeds of any properties, assets or revenues of any kind now owned or
later acquired, but excluding, for an operating lease entered intO,in
the ordinary course of business.
#2, COUNTER
.
..
..{
NW 881700884 Registered JAN1411:57 page 39 of 45
-2-
PAGE 39
IIPermitted Liens" means anyone or more of thefollowing:
(a) Liens registered in the land title office on or before October 1,2008
against title to any Grantor's real property, and Liens registered in the
B.C. Personal Property Registry on or before October 1, 2008 against
the current legal name of any Grantor;
(b) liens for taxes, assessments or government charges or levies not at the
time due and delinquent or the validity of which is being contested at
the time in good faith by proper legal proceedings and in respect of
which the City is of the opinion that such Liens would not have a
material adverse effect onthe relevant Grantor;
(e) the Lien of any judgment rendered or claim filed where the same is
being contested ..in good faith by proper legal proceedings and in
respect of which the City is of the opinion that such Liens.would not
have a material adverse effect on the relevant Grantor;
(d) Liens or privileges imposed by law such as carriers, warehousemen's,
mechanics and materialmen's liens and privileges arising in the
ordinary course of business not at the time due or delinquent or which
are being contested at the time in good faith by' proper l ~ a l
proceedings and in respect of which the City is of the opinion that such
Uens would not have a material adverse effect on the relevant
Grantor;
(e) undetermined or inchoate Liens incidental to cwrent operations which
have not at such time been filed pursuant to law or which relate to
obligations not due or delinquent;
(f) restrictions, easements, rights-of-way, servitudes or other similar
rights inland or immoveable property (including, without restriction,
rights of way and servitudes for railways, sewers, drains, gas and oil
pipelines, gas and water mains, electric light and power and telephone
or telegraph or cable television conduits, poles, ~ and cables)
granted to or reserved by persons which in the aggregate do not or
.would not reasonably be expected to materially Impair the usefulness,
in the operation of the relevant business, of the property subject to
Sl;lch restrictions, easements, rights-of-way, servitudes or other similar
rights;
(g) theright reserved to or vested in any municipality or governmental or
other public authority, by the terms of any permit, licence or other
authorisation or by any statutoIy provision, to terminate any sUch
#2, COUNTER
NW 881700884
-3-'
PAGE 40
8:
';,,-,:::;.' permit, licence or other authorisation or to require annual or other
payments as a condition to the continuance thereof;
(h) the encumbrance resulting from the deposit of cash or securities in
connection with any of the liens referred to in paragraphs (b), (c), (d)
or (e) above, or in connection with contracts, tenders, ieases or
expropriation proceedings, or to secure workmen's compensation,
surety or appeal bonds, costs of litigation when required by law and
public and statutoryobligations;
(i) security given to a public utility or any municipality or gqvemmental
or other' public authority when required by such utility Qr other
authority in connection with operations in the ordinary course of
business;
(j) , the reservations, 'limitations, provisos and conditions, ifany, expressed
in any original grants from the Crown; and .
(Ie) title defects or irregularities which are of a minor nature and in the
aggregate do not or would not reasonably be expected to materially
impair the use of the properly for the purposes for which it is held.
person" includes an individual, limited or general partnership, trust, trustee,
executor, administrator, legal personal representative, Governmental Authority,
corporation, body corporate, limited liability company, unlimited liability company
or other mc:orporated or entity.
,"PPSA" means the Personal Property Security Act (British Columbia).
"Secured Obligations" has the-meaning given to such term insection 2.2(a).
"Security" has the meaning. given to such term in the second last paragraph of
section2.1.
"supplemental debenture
ll
means a debenture supplemental to this debenture
entered into by theGrantors 8nd the Oty.
i
#2, COUNTER
'.
NW 881700884 Registered JAN-1411:57 page 41 of 45
PAGE 41
.
FIRST SUPPLEMENTAL DEBENTURE TO JOINT AND SEVERAL DEBENTURE
TIllS FIRST SUPPLEMENTAL DEBENTIJRE is made this 14
th
day of April, 2009
BY:
MILLENNIUMDEVELOPMENT CORPORATION) a company
existing under the laws ofthe Province ofBritish Columbia C'MDC")
-and-
MILLENNIUMMADISONPROPERTIES LTD.) acompany existing
under the laws ofthe Province ofBritish Columbia
MILLENNIUM PROPERTIES LTD., a company existing
under the ofthe Province ofBritish Columbia
-and-
MILLENNmM LIMITED EDITION ItOMES LTD., a company
existing under the laws ofthe Pr wince ofBritish Columbia
. .
-and-
MILLENNIUM PROPERTIES LTD., a company existing under the
laws ofthe Province ofBritish Columbia
-and-
MILLENNIUM'ENGLISHBAYPROPERTIESLTD., a company
existingunder the laws ofthe Province ofBritish Columbia
- and-
MILLENNIUM.EVELYNPROPERTIES LTD., a companyexistbig
under the laws ofthe Province ofBritish Columbia
(collectively, the "Granton
tt
and eacha "Grantor")
-and-
CITY OF V a municipal corporation existing under the
laws oft1le Province ofBritish Columbia (the "City")
!,
#2, COUNTER NW 881700884
WHEREAS:
Registered JAN-1411:57 page 42 Of 45
-2-
PAGE 42
A. The Grantors created and issued to the City a Joint and Several Demand Debenture dated
as of October 14,2008 (the "Original Debenture") as continuing collateral security for
the due payment and performance ofthe Secured Obligations (and capitalized terms used
herein will, unless otherwise defined herein, have the same meanings herein as in the
Original Debenture as amended hereby;
B. The City has acquired the loan made to the Developer under the Loan Agreement dated
as of September 28, 2007 betWeen the Developer and Fortress Credit Corp. (as assigned
and amended from time to time, the "Loan Agreement") and the interest of the Lender
and Agent under the Loan Agreement and all: ofthe other Loan Documents (as defined in
the-Loan Agreement);
c. By an agreement of even date herewith between the Developer, MDC, Shahram
Malekyazdi and Shahrokh Peter Malek and the City, (MDC, Shahram. Malekyazdi and
Shahrokh PeterMalek therein and herein c9llectively refmed to as the ."Guarantors")
(the "Confirmation Agreemenf'), the City agreed to Advance (as defined in the Loan
Agreement) the Existing Protective Advances Advance (as defined in the Confirmation
Agreement) to the Developer land to continue to make Advances to the Developer upon
the terms of and in accordance with, and subject to the satisfaction of the conditions
contained in, the Loan Agreement and the Developer and the Guarantors acknowledged,
inter alia, that the Existing Protective Advances Advance, and any further Additional
Advances, are Advances under the Loan Agreement entitled to the mortgages, pledges,
charges and <?ther security interests that are granted or are intended to be granted to the
Lender under the Loan Documents (as defined in the Loan Agreement); and
I
D. It is a condition to the agreements of the City in the Confirmation Agreement that the
GrantoIS enter into this First Supplemental Debenture, inter alia, to amend the definition
of Secured Obligations as set forth in the Original Debenture to include the Obligations
as defined in the Loan Agreemenl
NOWTHEREFORE in consideration of the prmses and other good and valuable consideration
(the receipt and sufficiency of which is by each party hereto hereby acknowledged) the parties
hereto agree as follows:
1. Amendments to OrIginal Debenture. The Original Debenture is amended as fOllows:
a. Section 1,12 Section 1.12 is deleted and accordingly each Gtantor acknowledges
that the promise to pay set forth on page 2 ofthe Original Debenture and Articles
2 ~ d 3 of the Original Debenture are fully effective, and that Article 2 of the
Original Debenture creates the Security upon all of the Charged Premises, with
effect as and from the date ofthe Original Debenture.
b. Section 2.2. Section 2 . ~ ( a ) is deleted and replaced with the following
#2, COUNTER NW 881700884 Registered JAN-14 11:57 page 43 of 45
-3-
PAGE 43
"(a) This debenture has been granted and delivered by
each Grantor to the City as continuing collateral security for.
and the Security secures. the due payment and perfonnance
of the Principal Obligations and the Other Obligations
(including the amounts referred to in section 2.2(b. and all
Obligations as defined in the Loan Agreement dated as of
September 28, 2007 between the Developer and Fortress
Credit COIp., as amended and assigned from time to time
(and incurred before or after the assignment of such
Loan Agreement to the City. including those in respect of
advances made by the City of Vancouver following such
assignment). up to a collective maximum equal to the
aggregate ofone billion ($1,000,000,000) dollars plus interest
thereon from the date ofdemand at the highest rate applicable
under the Transaction Documents (collectively, the "Secured
Obligations'')''.
2. Confirmation of Original Debenture The Grantors each acknowledge, agree and
confirm that the Original Debenture is in full force and effect, unamended and
unmodified except as set forth in this First Supplemental Debenture.
3. Original Debenture and First SupplelPentai Debenture to be read together. This
Original Debenture and this First Supplemental Debentore are to be read together and
construed as one document and shall be hereafter referred to together as the "debenture".
IN OF WInCH this First Supplemental Debenture has been duly executed by each of
the Grantors and by the City.
MILLENNIUMD
ROPERTIES LTD.
By:,_:------1--+------
its:
By:.......
its:
rnmlJDEDITlONHOMES LTD.
'.
-..
-4-
By:
...........:------f::--+i------
its:
By:
.--=-----{---+-I'-----
its:
By:,---,.,;:--
its:
Acknowledgment, Consent and Confirmation of Guarantors
PAGE 44
IN WITNESS WHEREOF, the undersigned guarantors of the Obligations as defined in
the Loan Agreement dated September 28, 2007 between Millennium Southeast False, Creek
Properties'Ltd and Fortress Credit Corp., as amended and assigned, hereby consent to the
foregoing and confirm that the amendments to the Origihal Debenture (as defined in the
foregoing First Supplemental Debenture) contained in the First Supplemental Debenture do no
. affect the obligations and of the undersigned as guarantors ofsuch Obligations
Dated: Apri114tb, 2009
NT CORPORATION

its:
SBABROKBP
{.
.. -
.<Z
PAGE 45
-4-
PROPERTIES LTD
BAY
CITYOF VANCO
_
its:

its: i)j"(I.

its: D).OoCo!,"-
MILL,ENl-nuM
MILLENNJuM
__- _
its:
By:'-- _
its:
Acknowledgment, Coosent and Confirmation of Guanoton
IN WITNESS WHEREOF, the Undersigned guarantors of the Obligations as defined in
the Loan Agreement dated September 28; 2007 between Millennium Southeast False Creek
Properties Ltd .and Fortress Credit Corp., as amended and assigned, hereby consent to tho
foregoing and confirm that the amendments to the Original Debenture (as defined in tho
foregoing First Supplemental Debenture) contained in the First Supplemental Debenture.do no
affect the obligations and liability ofthe as guarantors ofsuch Obligations
Dated: April 14th, 2009
By:,--..::-"I:"'"':..H--l-1f---r-----
its:
END OF IXaJMENl'
i:

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