COURT FILE NUMBER

COURT

JUDICIAL CENTRE

PLAINTIFF

DEFENDANT

DOCUMENT

ADDRESS FOR SERVICEANDCONTACT INFORMATIONOFPARTY FILING THISDOCUMENT

1603-16670

COURT OF QUEEN'S BENCH OFALBERTA

EDMONTON

BUSINESS DEVELOPMENT BANK OF

CANADA

1219358 ALBERTA LTD.

IN THE MATTER OF THERECEIVERSHIP OF 1213958ALBERTA LTD.

HARDIE & KELLY INC, in its capacityas Court-appointed Receiver of the assets,undertakings and property of 1219358ALBERTA LTD.

AMENDED APPLICATION

MLT Aikins LLPBanisters and Solicitors2200 - 10235 -101st StreetEdmonton, Alberta T5J 3G1Phone: (306) 975-7136Fax: (780) 969-3549Attention: Jeffrey M. Lee, Q.C.File: 0033124-00006

NOTICE TO RESPONDENT(S):

This application is made against you. You are a respondent. You have the right to state your side

of this matter before the judge.

To do so, you must be in Court when the application is heard as shown below:

Date:Time:Where:Before:

Tuesday, October 8, 201910:00 a.m.Law Courts Building, 1A Sir Winston Churchill Square, Edmonton, AB

The Honourable Justice R. A. Graesser

Go to the end of this document to see what else you can do and when you must do it.

19900685v4

Remedy claimed or sought:

Time and Service of Application

1. To the extent necessary, an Order abridging the time for service of notice of this

Application and deeming service of this notice of Application and materials filed in

support thereof good, valid, timely and sufficient.

Sale and Vesting Order

2. An Order substantially in the form attached hereto as Schedule "A" approving the

proposed sale (the "Proposed Sale") of, and vesting title to, the Property (as such term is

defined herein) of 1219358 Alberta Ltd. ("121") to the proposed purchaser, 09/19181

1017185 BC Ltd. ("0949184") ("1017185"), as recommended by Hardie & Kelly Inc., the

court-appointed receiver of 121 (the "Receiver").

3. An Order substantially in the form attached hereto as Schedule "B" declaring that Part 6,

Division 4 of the Alberta Rules of Court does not apply to this Application and providing

that the Confidential Supplement (the "Confidential Supplement") to the Fourth Report

of the Receiver shall be temporarily sealed until the date that is ninety days after a

subsequent Order of this Court granting the Receiver its discharge.

Approval of Receiver's Actions, Conduct and Activities, and Other Relief

4. An Order approving the actions, conduct, and activities of the Receiver to date (as

reported by the Receiver to this Court in the First Report, the Second Report, the Third

Report and the Fourth Report of the Receiver (collectively, the "Receiver's Reports").

5. An Order providing that, upon the closing of the Proposed Sale, the Receiver shall be

authorized to pay to Business Development Bank of Canada ("BDC"), from and out of

the net proceeds derived from the Proposed Sale:

(a) the outstanding balance owing to BDC on the Receiver's Certificates (in the

approximate amount of $283,000, plus applicable interest); and

(b) an interim distribution in an amount to be determined by the Receiver upon the

closing of the Proposed Sale after taking into account the additional expenses

19900685v4

anticipated to be incurred by the Receiver through to the date of the Closing of the

Proposed Sale and a holdback in respect of estimated costs required to complete

the administration of the receivership estate.

6. An Order granting such other and further relief as the circumstances may require and as

this Honourable Court shall deem appropriate.

Grounds for making this application:

Sale and Vesting Order, and Sealing Order

7. By means of a Receivership Order of the Honourable Mr. Justice B. R. Burrows granted

on September 23, 2016 (the "Receivership Order"), the Receiver was appointed as

receiver of all of the current and future assets, undertakings and properties of 121.

8. The most significant asset of 121 is a commercial real estate property located in the City

of Edmonton, Alberta, which is comprised of two parcels of land legally described as

follows:

Plan 0321747Block 3Lot 10Containing 2.03 Hectares (5.02 Acres) More or Less Excepting Thereout:A) Plan 1025815 Subdivision, 0.819 Hectares (2.02 Acres) More or LessExcepting Thereout All Mines and Minerals; and

Plan 1025815Block 3Lot 11Excepting Thereout All Mines and MineralsArea: 0.819 Hectares (2.02 Acres) More or Less

(the "Property").

9. The Receiver has thoroughly canvassed the market with respect to the sale of the

Property as described in the Fourth Report and the Confidential Supplement.

10. As a result of the Receiver's comprehensive efforts to market the Property, the Receiver

and 09491811 1017185 entered into a Purchase and Sale Agreement and an Amending

Agreement (collectively, the "PSA") for the purchase and sale of the Property, including

19900685v4

all buildings, improvements, structures, fixtures and chattels affixed to the Property

(collectively, the "Assets"). Copies of the Purchase and Sale Agreement and the

Amending Agreement are appended to the Confidential Supplement.

1 1. The Receiver has reported to this Court that, in its view, the terms of the PSA are fair and

reasonable and that the proposed sale of the Assets to 09119181 1017185 (the "Proposed

Sale") is in the best interests of 121 and parties having an interest in the property of 121.

12. The Confidential Supplement contains confidential information regarding the value of the

Assets, the disclosure of which is likely to materially jeopardize the value which the

Receiver might subsequently obtain in respect of the Assets if the Proposed Sale does not

close and were the Receiver to be required to further market the Assets.

Approval of the Receiver's Activities to Date

13. The Receiver has faithfully carried out its duties in accordance with the Receivership

Order. The Receiver's actions as described in the Receiver's Reports and the Confidential

Supplement are fair and reasonable and were carried out in accordance with the mandate

provided to the Receiver by this Honourable Court by means of the Receivership Order.

Other Grounds

14. Such further and other grounds as counsel may advise and this Honourable Court may

permit.

Material or evidence to be relied on:

15. This Notice of Application, filed;

16. The First Report of the Receiver dated March 6, 2017;

17. The Second Report of the Receiver dated September 4, 2018;

18. The Third Report of the Receiver dated April 1, 2019;

19. The Fourth Report of the Receiver dated September 25, 2019, filed;

20. The unfiled Confidential Supplement to the Fourth Report of the Receiver;

19900685v4

21. The Receivership Order filed on September 23, 2016;

22. The inherent jurisdiction of this Honourable Court to control its own process; and

23. Such further and other material as counsel may advise and this Honourable Court may

permit.

Applicable rules:

24. Rules 11.27 and 13,5 and Part 6, Division 4 of the Alberta Rules of Court.

Applicable Acts and regulations:

25. The Bankruptcy and Insolvency Act, RSC 1985, c B-3, as amended and specifically

section 243(1).

26. The Personal Property Security Act, RSA 2000, as amended, and specifically section 65.

27. The Judicature Act, RSA 2000, c J-2, as amended, and specifically sections 8 and 13.

Any irregularity complained of or objection relied on:

28. None.

How the application is proposed to be heard or considered:

29. In person before the Honourable Justice R.A. Graesser in Chambers (booked on the

Commercial List).

WARNING

If you do not come to Court either in person or by your lawyer, the Court may give the

applicant(s) what they want in your absence. You will be bound by any order that the Court

makes. If you want to take part in this application, you or your lawyer must attend in Court on the

date and at the time shown at the beginning of the form. If you intend to rely on an affidavit or

other evidence when the application is heard or considered, you must reply by giving reasonable

notice of the material to the applicant.

19900685v4

SCHEDULE "A"

SALE APPROVAL AND VESTING ORDER

(as attached)

19900685v4

COURT FILE NUMBER

COURT

JUDICIAL CENTRE

PLAINTIFF

DEFENDANT

DOCUMENT

ADDRESS FOR SERVICEANDCONTACT INFORMATIONOFPARTY FILING THISDOCUMENT

1603-16670

COURT OF QUEEN'S BENCH OFALBERTA

EDMONTON

BUSINESS DEVELOPMENT BANK OFCANADA

1219358 ALBERTA LTD.

IN THE MATTER OF THERECEIVERSHIP OF 1213958ALBERTA LTD.

HARDIE & KELLY INC, in its capacityas Court-appointed Receiver of the assets,undertakings and property of 1219358ALBERTA LTD.

APPROVAL AND VESTING ORDER(SALE BY RECEIVER)

MLT Aikins LLPBarristers and Solicitors2200 - 10235 -101st StreetEdmonton, Alberta T5J 3G1Phone: (306) 975-7136Fax: (780) 969-3549Attention: Jeffrey M. Lee, Q.C.File: 0033124-00006

Clerk's Stamp

DATE ON WHICIH ORDER WAS PRONOUNCED: October 8, 2019

LOCATION WHERE ORDER WAS PRONOUNCED: Edmonton Law Courts

NAME OF JUSTICE WHO MADE THIS ORDER: The Honourable Justice R. A. Graesser

UPON THE APPLICATION of Hardie & Kelly Inc., in its capacity as the Court-

appointed Receiver (the "Receiver") of the undertakings, property and assets of 1213958 Alberta

Ltd. (the "Debtor"), for an order approving the sale transaction (the "Transaction")

contemplated by the Purchase and Sale Agreement and the Amending Agreement (collectively,

19908080v3

the "PSA") between the Receiver and 09119181 1017185 BC Ltd. (the "Purchaser") dated

August 27, 2019 and September 10, 2019, respectively, and appended to the Confidential

Supplement to the Fourth Report of the Receiver (the "Confidential Supplement") and vesting

in the Purchaser all of the Debtor's right, title, and interest in and to the property described in

Schedule "A" attached hereto (the "Purchased Assets") free and clear of all encumbrances

other than the Permitted Encumbrances (as that term is defined below);

AND UPON HAVING READ the Receivership Order dated September 23, 2016 (the

"Receivership Order"), the Fourth Report of the Receiver dated September 25, 2019, the

Confidential Supplement and the Affidavit of Service of Jamie Durocher, sworn on September

30, 2019 (the "Affidavit of Service"); AND UPON HEARING the submissions of counsel for

the Receiver, and any other parties present, and no one appearing for any other person on the

service list, although properly served as appears from the Affidavit of Service, filed;

IT IS HEREBY ORDERED AND DECLARED THAT:

Service

1. Service of notice of this Application and supporting materials is hereby declared to be

good and sufficient, no other person is required to have been served with notice of this

Application, and time for service of this Application is abridged to that actually given.

Approval of Transaction

2. The Transaction is hereby approved and execution of the PSA by the Receiver is hereby

authorized and approved, with such minor amendments as the Receiver may deem

necessary. The Receiver is hereby authorized and directed to take such additional steps

and execute such additional documents as may be necessary or desirable for completion

of the Transaction and conveyance of the Purchased Assets to the Purchaser.

Vesting of Property

3. Upon delivery of the Receiver's Certificate to the Purchaser substantially in the form set

out in Schedule "B" hereto (the "Receiver's Closing Certificate"), all of the Debtor's

right, title and interest in and to the Purchased Assets shall vest absolutely in the name of

the Purchaser, free and clear of and from any and all caveats, security interests,

19908080v3

hypothecs, pledges, mortgages, liens, trusts or deemed trusts, reservations of ownership,

royalties, options, rights of pre-emption, privileges, interests, assignments, actions,

judgments, executions, levies, taxes, writs of enforcement, charges, or other claims,

whether contractual, statutory, financial, monetary or otherwise, whether or not they have

attached or been perfected, registered or filed and whether secured, unsecured or

otherwise (collectively, "Claims") including without limiting the generality of the

foregoing:

(a) any encumbrance or charges created by the Receivership Order;

(b) any charges, security interests or claims evidenced by registrations

pursuant to the Personal Property Security Act (Alberta) or any other

personal property registry system;

(c) any liens or claims of lien under the Builders' Lien Act (Alberta); and

(d) those claims listed in Schedule "C" hereto (all of which are collectively

referred to as the "Encumbrances", which teuii shall not include the

permitted encumbrances, caveats, interests, easements, and restrictive

covenants listed in Schedule

Encumbrances")).

'ID It (collectively, "Permitted

and for greater certainty, this Court orders that all Claims including Encumbrances other

than Permitted Encumbrances, affected or relating to the Purchased Assets are hereby

expunged, discharged and terminated as against the Purchased Assets.

4. Upon delivery of the Receiver's Closing Certificate, and upon filing of a certified copy of

this Order; together with any applicable registration fees, all governmental authorities

including those referred to below in this paragraph (collectively, "Governmental

Authorities") are hereby authorized, requested and directed to accept delivery of such

Receiver's Closing Certificate and certified copy of this Order as though they were

originals and to register such transfers, interest authorizations, discharges and discharge

statements of conveyance as may be required to convey to the Purchaser or its nominee

clear title to the Purchased Assets subject only to the Permitted Encumbrances. Without

19908080v3

limiting the generality of the foregoing, the Registrar of Land Titles ("Land Titles

Registrar") for the lands defined below shall and is hereby authorized, requested and

directed to forthwith:

(i) cancel existing Certificates of Title No. [###] for those lands and premises

municipally described as [address], Edmonton, AB, [Postal Code] and legally

described as:

Plan 0321747Block 3Lot 10Containing 2.03 Hectares (5.02 Acres) More or Less Excepting Thereout:

A) Plan 1025815 Subdivision, 0.819 Hectares (2.02 Acres) More or

LessExcepting Thereout All Mines and Minerals; and

Plan 1025815Block 3Lot 11Excepting Thereout All Mines and MineralsArea: 0.819 Hectares (2.02 Acres) More or Less

(ii) issue a new Certificate of Title for the Lands in the name of the Purchaser;

(iii) transfer to the new Certificate of Title the existing instruments listed in Schedule

"D", to this Order, and to issue and register against the new Certificate of Title

such new caveats, utility rights of way, easements and other instruments as are

listed in Schedule "D"; and

(iv) discharge and expunge the Encumbrances listed in Schedule "C" to this Order

and discharge and expunge any Claims including Encumbrances (but excluding

Permitted Encumbrances) which may be registered after the date of the PSA

against the existing Certificate of Title to the Lands.

5. In order to effect the transfers and discharges described above, this Court directs each of

the Governmental Authorities to take such steps as are necessary to give effect to the

terins of this Order and the PSA. Presentment of this Order and the Receiver's Closing

Certificate shall be the sole and sufficient authority for the Governmental Authorities to

19908080v3

make and register transfers of title or interest and cancel and discharge registrations

against any of the Purchased Assets of any Claims including Encumbrances but

excluding Permitted Encumbrances.

6. No authorization, approval or other action by and no notice to or filing with any

governmental authority or regulatory body exercising jurisdiction over the Purchased

Assets is required for the due execution, delivery and performance by the Receiver of the

P SA.

7. Upon delivery of the Receiver's Closing Certificate together with a certified copy of this

Order, this Order shall be immediately registered by the Land Titles Registrar

notwithstanding the requirements of section 191(1) of the Land Titles Act, RSA 2000, c

L-7, and notwithstanding that the appeal period in respect of this Order has not elapsed.

The Land Titles Registrar is hereby directed to accept all Affidavits of Corporate Signing

Authority submitted by the Receiver in its capacity as Receiver of the Debtor and not in

its personal capacity.

8. For the purposes of determining the nature and priority of Claims, net proceeds from the

sale of the Purchased Assets (to be held in an interest bearing trust account by the

Receiver) shall stand in the place and stead of the Purchased Assets from and after

delivery of the Receiver's Closing Certificate and all Claims including Encumbrances

(but excluding Permitted Encumbrances) shall not attach to, encumber or otherwise form

a charge, security interest, lien, or other Claim against the Purchased Assets and may be

asserted against the net proceeds from sale of the Purchased Assets with the same priority

as they had with respect to the Purchased Assets immediately prior to the sale, as if the

Purchased Assets had not been sold and remained in the possession or control of the

person having that possession or control immediately prior to the sale. Subject to

paragraph 14 hereof and unless otherwise ordered (whether before or after the date of this

Order), the Receiver shall not make any distributions to creditors of net proceeds from

sale of the Purchased Assets without further order of this Court, provided however the

Receiver may apply any part of such net proceeds to repay any amounts the Receiver has

19908080v3

borrowed for which it has issued a Receiver's Certificate pursuant to the Receivership

Order.

9. Upon completion of the Transaction, the Debtor and all persons who claim by, through or

under the Debtor in respect of the Purchased Assets, and all persons or entities having

any Claims of any kind whatsoever in respect of the Purchased Assets, save and except

for persons entitled to the benefit of the Peiniitted Encumbrances, shall stand absolutely

and forever barred, estopped and foreclosed from and permanently enjoined from

pursuing, asserting or claiming any and all right, title, estate, interest, royalty, rental,

equity of redemption or other Claim whatsoever in respect of or to the Purchased Assets,

and to the extent that any such persons or entities remain in the possession or control of

any of the Purchased Assets, or any artifacts, certificates, instruments or other indicia of

title representing or evidencing any right, title, estate, or interest in and to the Purchased

Assets, they shall forthwith deliver possession thereof to the Purchaser.

10. The Purchaser shall be entitled to enter into and upon, hold and enjoy the Purchased

Assets for its own use and benefit without any interference of or by the Debtor, or any

person claiming by, through or against the Debtor.

1 1. Immediately upon closing of the Transaction, holders of Permitted Encumbrances shall

have no claim whatsoever against the Receiver.

12. The Receiver is directed to file with the Court a copy of the Receiver's Closing

Certificate forthwith after delivery thereof to the Purchaser.

Miscellaneous Matters and Interim Distribution

13. Notwithstanding:

(a) the pendency of these proceedings and any declaration of insolvency

made herein;

(b) the pendency of any applications for a bankruptcy order now or hereafter

issued pursuant to the Bankruptcy and Insolvency Act, R.S.C. 1985, c.B-

19908080v3

3, as amended (the "BIA"), in respect of the Debtor, and any bankruptcy

order issued pursuant to any such applications;

(c) any assignment in bankruptcy made in respect of the Debtor; and

(d) the provisions of any federal or provincial statute:

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be

binding on any trustee in bankruptcy that may be appointed in respect of the Debtor and

shall not be void or voidable by creditors of the Debtor, nor shall it constitute nor be

deemed to be a transfer at undervalue, settlement, fraudulent preference, assignment,

fraudulent conveyance, or other reviewable transaction under the BIA or any other

applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly

prejudicial conduct pursuant to any applicable federal or provincial legislation.

14. Upon the closing of the sale of the Purchased Assets, the Receiver shall be and is hereby

authorized to pay to Business Development Bank of Canada ("BDC"), from and out of

the net proceeds derived from such sale:

(a) the outstanding balance owing to BDC on the Receiver's Certificates (in the

approximate amount of $283,000, plus interest); and

(b) an interim distribution in an amount to be determined by the Receiver upon the

closing of the Transaction after taking into account the additional expenses

anticipated to be incurred by the Receiver through to the date of the closing of

such sale and a holdback in respect of estimated costs required to complete the

administration of the receivership estate.

15. The Receiver, the Purchaser and any other interested party, shall be at liberty to apply for

further advice, assistance and direction as may be necessary in order to give full force and

effect to the terms of this Order and to assist and aid the parties in closing the

Transaction.

16. This Honourable Court hereby requests the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in any of its provinces

19908080v3

or territories or in any foreign jurisdiction, to act in aid of and to be complimentary to this

Court in carrying out the terms of this Order, to give effect to this Order and to assist the

Receiver and its agents in carrying out the terms of this Order. All courts, tribunals,

regulatory and administrative bodies are hereby respectfully requested to make such

order and to provide such assistance to the Receiver, as an officer of the Court, as may be

necessary or desirable to give effect to this Order or to assist the Receiver and its agents

in carrying out the terms of this Order.

17. Service of this Order shall be deemed good and sufficient by:

(a) Serving the same on:

(i) the persons listed on the service list created in these proceedings;

(ii) any other person served with notice of the application for this Order;

(iii) any other parties attending or represented at the application for this Order;

(iv) the Purchaser or the Purchaser's solicitors; and

(b) Posting a copy of this Order on the Receiver's website at:

https://relieffromdebt.ca/1219358-alberta-ltd/

and service on any other person is hereby dispensed with.

18. Service of this Order may be effected by facsimile, electronic mail, personal delivery or

courier. Service is deemed to be effected the next business day following transmission or

delivery of this Order.

The Honourable Justice R. A. GraesserJustice of the Court of Queen's Bench of Alberta

19908080v3

Schedule "A" to Approval and Vesting Order

Purchased Assets

Pursuant to the PSA, "Property" means the lands legally described as follows, including all

buildings, improvement structures, fixtures and chattels affixed to the land:

Plan 0321747Block 3Lot 10Containing 2.03 Hectares (5.02 Acres) More or Less Excepting Thereout:

A) Plan 1025815 Subdivision, 0.819 Hectares (2.02 Acres) More or Less

Excepting Thereout All Mines and Minerals; and

Plan 1025815Block 3Lot 11Excepting Thereout All Mines and Minerals

Area: 0.819 Hectares (2.02 Acres) More or Less

19908080v3

Schedule "B" to Approval and Vesting Order

Form of Receiver's Certificate

COURT FILE NUMBER 1603-16670

COURT

JUDICIAL CENTRE

PLAINTIFF

DEFENDANT

DOCUMENT

ADDRESS FOR SERVICEANDCONTACT INFORMATIONOFPARTY FILING THISDOCUMENT

RECITALS

COURT OF QUEEN'S BENCH OFALBERTA

EDMONTON

BUSINESS DEVELOPMENT BANK OFCANADA

1219358 ALBERTA LTD.

IN THE MATTER OF THERECEIVERSHIP OF 1213958ALBERTA LTD.

HARDIE & KELLY INC, in its capacityas Court-appointed Receiver of the assets,undertakings and property of 1219358ALBERTA LTD.

RECEIVER'S CERTIFICATE

MLT Aikins LLPBarristers and Solicitors2200 - 10235 -101st StreetEdmonton, Alberta T5J 3G1Phone: (306) 975-7136Fax: (780) 969-3549Attention: Jeffrey M. Lee, Q.C.File: 0033124-00006

Clerk's Stamp

A. Pursuant to an Order of the Honourable Justice B. R. Burrows of the Court of Queen's

Bench of Alberta, Judicial District of Edmonton (the "Court") dated September 23,

2016, Hardie and Kelly Inc. was appointed as the receiver (the "Receiver") of the current

and future assets, undertakings and properties of 1219358 Alberta Ltd. (the "Debtor").

B. Pursuant to an Order of the Court dated October 8, 2019, the Court approved the

purchase and sale agreement made as of August 27, 2019 and amended as of September

19908080v3

10, 2019 (the "PSA") between the Receiver and 0911918/1 1017185 BC Ltd. (the

"Purchaser") and provided for the vesting in the Purchaser of the Debtor's right, title

and interest in and to the Purchased Assets, which vesting is to be effective with respect

to the Purchased Assets upon the delivery by the Receiver to the Purchaser of a certificate

confirming (i) the payment by the Purchaser of the Purchase Price for the Purchased

Assets; (ii) that the conditions to Closing as set out in the PSA have been satisfied or

waived by the Receiver and the Purchaser; and (iii) the Transaction has been completed

to the satisfaction of the Receiver.

C. Unless otherwise indicated herein, capitalized terms set out herein have the meanings

ascribed to such terms in the PSA.

THE RECEIVER CERTIFIES the following:

1. The Purchaser has paid and the Receiver has received the Purchase Price for the

Purchased Assets payable on the Closing Date pursuant to the PSA;

2. The conditions to Closing as set out in the PSA have been satisfied or waived by the

Receiver and the Purchaser; and

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Certificate was delivered by the Receiver at on

Hardie and Kelly Inc., in itscapacity as Court-AppointedReceiver of the property, assets,and undertakings of 1219358Alberta ltd., and not in its personalcapacity.

Per:

Name:

Title:

19908080v3

Schedule "C" to Approval and Vesting Order

Dischargeable Encumbrances on Title

Plan 0321747

Registration No. Date (D/M/Y) Particulars

122 319785 27/09/2012MortgageMortgagee — Business Development Bank of Canada

13221050 12/07/2013CaveatRe: Assignment of Rents and LeasesCaveator — Business Development Bank of Canada

162286472 13/10/2016Builder's LienLienor — Fair International Inc.

172002768 05-01-2017CaveatRe: OrderCaveator—Hardie & Kelly Inc.

Plan 1025815

Registration No. Date (D/M/Y) Particulars

122 319 785 27/09/2012MortgageMortgagee — Business Development Bank of Canada

13221050 12/07/2013CaveatRe: Assignment of Rents and LeasesCaveator — Business Development Bank of Canada

172002768 05-01-2017CaveatRe: OrderCaveator Hardie & Kelly Inc.

19908080v3

Schedule "D" to Approval and Vesting Order

Permitted Encumbrances, Caveats, Interests, Easements, and Restrictive Covenants

Plan 0321747

Registration No. Date (D/M/Y) Particulars

2390HR 13/10/1950 Utility Right of WayCaveator — ATCO Gas and Pipelines Ltd.

7290LD 12/11/1958 Utility Right of WayCaveator — ATCO Gas and Pipelines Ltd.

032 121 810 08/04/2003 Restrictive Covenant

Plan 1025815

Registration No. Date (D/M/Y) Particulars

032 121 810 08/04/2003 Restrictive Covenant

19908080v3

SCHEDULE B

SEALING ORDER AND PUBLICATION BAN

(as attached)

19900685v4

COURT FILE NUMBER

COURT

JUDICIAL CENTRE

PLAINTIFF

DEFENDANT

DOCUMENT

ADDRESS FOR SERVICEANDCONTACT INFORMATIONOFPARTY FILING THISDOCUMENT

1603-16670

COURT OF QUEEN'S BENCH OFALBERTA

EDMONTON

BUSINESS DEVELOPMENT BANK OFCANADA

1219358 ALBERTA LTD.

IN THE MATTER OF THERECEIVERSHIP OF 1213958ALBERTA LTD.

HARDIE & KELLY INC, in its capacityas Court-appointed Receiver of the assets,undertakings and property of 1219358ALBERTA LTD.

SEALING ORDER ANDPUBLICATION BAN

MLT Aikins LLPBarristers and Solicitors2200 - 10235 -101st StreetEdmonton, Alberta T5J 3G1Phone: (306) 975-7136Fax: (780) 969-3549Attention: Jeffrey M. Lee, Q.C.File: 0033124-00006

Clerk's Stamp

DATE ON WHICIH ORDER WAS PRONOUNCED: October 8, 2019

LOCATION WHERE ORDER WAS PRONOUNCED: Edmonton Law Courts

NAME OF JUSTICE WHO MADE THIS ORDER: The Honourable Justice R. A. Graesser

UPON THE APPLICATION of Hardie & Kelly Inc., in its capacity as the Court-

appointed Receiver (the "Receiver") of the undertakings, property and assets of 1213958 Alberta

Ltd. ("1213958"), for an Order, inter alia, temporarily sealing the Confidential Supplement to

1 9910620v2

the Receiver's Fourth Report dated September 25, 2019 and its appendices (the "Confidential

Supplement");

AND UPON having read the Receivership Order dated September 23, 2016 (the

"Receivership Order"), and all application materials filed in respect of the applications

returnable on October 8, 2019; AND UPON hearing the submissions of counsel for the Receiver,

and any other parties present;

IT IS HEREBY ORDERED AND DECLARED THAT:

1. The time for service of the notice of application for this Order is hereby abridged, as

necessary, and service thereof is deemed good and sufficient.

2. Part 6, Division 4 of the Alberta Rules of Court, AR 124/2010, does not apply hereto.

3. The Clerk of the Court shall file the Confidential Supplement, including the appendices

thereto, in a sealed envelope attached to a notice that sets out the style of cause of these

proceedings and states that:

4. The content of the application proceedings on October 8, 2019, the Court file, the

transcript of proceedings, documents related to these application proceedings (including

this Order) and related facts shall not be published in the news media, including

newspapers or media broadcasts until further order of this Court or the date that is ninety

days after the subsequent Order of this Court discharging the Receiver.

5. An application to unseal the Confidential Supplement may be made at any time upon

fourteen days' written notice to counsel for the Receiver.

6. Any interested party may apply to this Court to vary or amend this Order on not less than

7 days' notice to the Receiver and to any other party likely to be affected by the order

sought or upon such other notice, if any, as this Court may order.

7. This Order must be served only upon those interested parties attending or represented at

the within Application and service may be effected by facsimile, electronic mail, personal

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delivery, or courier. Service is deemed to be effected the next business day following the

transmission of delivery of such documents.

The Honourable Justice R. A. GraesserJustice of the Court of Queen's Bench of Alberta

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