Amended and restated SECOND Cost-Sharing AGREEMENT (DRAFT)

THIS AGREEMENT dated the 3^rd day of September, 2010, and amended and restated on the _____ day of August, 2011.

BETWEEN:

City of Ottawa

(the “City”)

- and -

ottawa sports and entertainment group inc., a corporation incorporated under the laws of the Province of Ontario, and OTTAWA SPORTS AND ENTERTAINMENT GROUP, a general partnership established under the laws of the Province of Ontario

(jointly and severally, “OSEG”)

A. WHEREAS on June 28, 2010, City Council approved the Lansdowne Partnership Plan tabled at the Council meeting of June 9, 2010, as amended by certain motions (the “Lansdowne Partnership Plan”);

B. WhereaS the Lansdowne Partnership Plan concerns the redevelopment of Lansdowne Park and its facilities located in Ottawa, Ontario;

C. Whereas it is anticipated that each of the Parties will, in connection with implementing the Lansdowne Partnership Plan, enter into agreements and incur expenses thereunder;

D. WhereaS the recommendations approved by City Council on November 16, 2009 provided that the City and OSEG would share certain costs associated with implementing that certain initial Lansdowne partnership plan tabled at the Council meeting of September 2, 2009 and, as a result thereof, the City and Ottawa Sports and Entertainment Group Inc. entered into a cost sharing agreement dated May 14, 2010 (the “First Cost Sharing Agreement”);

E. WHEREAS the First Cost Sharing Agreement was made in respect of costs incurred by the Parties until June 28, 2010;

F. WHEREAS the Lansdowne Partnership Plan recommendations approved by City Council on June 28, 2010 included that the City and OSEG would share certain costs associated with implementing the Lansdowne Partnership Plan between June 29, 2010 and the earlier of (i) November 1, 2010, or (ii) the date on which the Project Agreement is executed by the parties thereto and, as a result thereof, the City and Ottawa Sports and Entertainment Group Inc. entered into a cost sharing agreement dated September 3, 2010 (the “Second Cost Sharing Agreement”);

G. WHEREAS notwithstanding the efforts of the parties to the Project Agreement, the Project Agreement was not entered into prior to November 1, 2010;

H. WHEREAS the Parties have agreed that the Second Cost Sharing Agreement shall be amended and restated in the manner set out herein and shall continue until the earlier of (i) April 30, 2012, or (ii) date of execution of the Project Agreement;

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration (the receipt and adequacy of which are acknowledged), the Parties agree as follows:

1. Interpretation

1.1 In this Agreement, including the recitals to this Agreement, unless the context otherwise requires:

(a) “Affiliate”:

(i) in respect of a corporation, has the meaning given thereto in the Business Corporations Act (Ontario);

(ii) in respect of a general partnership, means an affiliate (as defined in subparagraph (i) above) of a partner of the partnership; and

(iii) in respect of a limited partnership, means an affiliate (as defined in subparagraph (i) above) of the general partner of the partnership.

(b) “Agreement” means this amended and restated second cost-sharing agreement, as amended from time to time in accordance with its provisions.

(c) “Applicable Laws” means all present and future laws, statutes, regulations, treaties, decrees having the force of law, binding judgments of relevant courts of law and all present and future official directives, rules, consents, approvals, authorizations, guidelines, orders and policies of any Relevant Authority having the force of law binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of that Person.

(d) “Arbitration Act” means Arbitration Act, 1991 (Ontario).

(e) “Audited Party” has the meaning attributed to such term in Section 4.3.

(f) “Auditing Party” has the meaning attributed to such term in Section 4.3.

(g) “Business Day” means any day, except Saturdays and Sundays, on which banks are generally open for business in Ottawa, Ontario.

(h) “Business Entity” means a partnership, limited partnership, co‑owners arrangement or other business entity, other than a corporation with share capital.

(i) “Contract” means any agreement, indenture, contract, lease, deed of trust, licence, option, instrument or other commitment, whether written or oral.

(j) “Control” means:

(i) in the case of a corporation:

(ii) control as determined in accordance with subsection 1(2)(5) of the Business Corporations Act (Ontario); or

(iii) the beneficial ownership of Securities having more than fifty percent (50%) of all of the votes attached to all issued and outstanding Securities of the corporation; or

(iv) having a vote or other right required for making material decisions or approving material decisions on behalf of a corporation pursuant to a unanimous shareholder agreement (as that term is defined in the Business Corporations Act (Ontario)) or otherwise, but excluding a vote or other right required for making decisions or approving decisions on behalf of a corporation that is granted to all shareholders under Applicable Laws;

(v) in the case of a Business Entity that is not a limited partnership:

(vi) the right to appoint a majority of the members of the management committee (however designated) of the Business Entity or, if the Business Entity has no such management committee, the ownership or control of more than fifty percent (50%) of the Securities of the Business Entity; or

(vii) having a vote or other right required for making decisions or approving decisions on behalf of the Business Entity pursuant to a written agreement among the members of the Business Entity, but excluding a vote or other right required for making decisions or approving decisions on behalf of a Business Entity that is granted under Applicable Laws; or

(viii) in the case of a Business Entity that is a limited partnership, Control (as defined in subparagraph (i), above) of a general partner of the limited partnership or having the attributes set out in subparagraph (ii) above,

and “Controlled” has a corresponding meaning.

(k) “Dispute” means any disagreement, failure to agree or other dispute between the City and OSEG arising out of or in connection with this Agreement.

(l) “Effective Date” means June 29, 2010.

(m) “Eligible Costs” means the costs, expenses, fees and other charges actually and properly paid by a Party pursuant to or in connection with a Project Contract in respect of goods provided and/or services rendered thereunder, provided that the term “Eligible Costs” will not include:

(i) the Internal Costs of a Party; or

(ii) costs, expenses, fees and other charges which are paid under the First Cost Sharing Agreement.

(n) “End Date” means the earlier of April 30, 2012, or the date of execution of the Project Agreement.

(o) “First Cost Sharing Agreement” has the meaning attributed to such term in the Recitals of this Agreement.

(p) “Interest Rate” means five percent (5%) per annum over the annual rate of interest announced by Royal Bank of Canada (or its successor), or any other Canadian chartered bank agreed by the Parties, from time to time as its reference rate then in effect for determining interest rates on Canadian dollar commercial loans made by it in Canada, calculated and compounded monthly.

(q) “Internal Costs” means overhead costs and any other direct or indirect operating or administrative costs of the City, OSEG, any Members, any Affiliates of the City or OSEG or any Permitted Transferees, as the case may be, including amounts payable for salary and other benefits of any employees, officers or directors of the City, OSEG any Members, any Affiliates of the City or OSEG or any Permitted Transferees, as the case may be, other than employees of the City or OSEG who are exclusively devoted to one or more parts of the Project.

(r) “Lansdowne Partnership Plan” has the meaning attributed to such term in the Recitals of this Agreement.

(s) “Members” means Lansgreen Investments Inc., Shenkman Lansdowne Ltd., Trinity Lansdowne Ltd. and Keljay Ltd.

(t) “Option Agreement” has the meaning attributed to such term in Section 2.1(f).

(u) “Parties” means collectively the City and OSEG, and “Party” means one of the City and OSEG.

(v) “Penalties” means any costs, expenses, fees and other charges paid by a Party pursuant to a Project Contract including in connection with the enforcement of any rights or remedies against such Party thereunder, other than:

(i) costs, expenses, fees and other charges paid by a Party pursuant to a Project Contract as consideration for goods provided and/or services rendered; and

(ii) costs, expenses, fees and other charges paid by a Party pursuant to a Project Contract, including in connection with the enforcement of any rights or remedies against such Party thereunder, to the extent that such costs, expenses, fees and other charges result from any of the following:

(iii) an act or omission of the other Party;

(w) an act or omission by such Party which was approved by the other Party (excluding negligence or wilful misconduct on the part of such Party in carrying out such approval);

(x) an act or omission of such Party pursuant to a direction given by or policy of the other Party, in each case conducted in the manner directed by the other Party or conducted pursuant to its policy (and excluding negligence or wilful misconduct on the part of such Party in carrying out such direction or policy) and which direction or policy was one to which a reasonable Person would not raise objection with the other Party prior to performance; or

4 an act or omission of such Party pursuant to a contractual obligation of such Party to the other Party (excluding negligence or wilful misconduct on the part of such Party in carrying out such contractual obligation),

provided that “Penalties” shall exclude any costs, expenses, fees and other charges resulting from or in connection with the application for an order pursuant to section 273 of the Municipal Act, 2001 brought by Friends of Lansdowne Inc., Gary Sealey and Doug Ward, as amended from time to time, and/or from the application for judicial review brought by the Lansdowne Park Conservancy on August 17, 2011 bearing Court File No. 11-DC-1758, as amended from time to time.

(y) “Permits” means all permissions, consents, approvals, certificates, permits, licenses, statutory agreements and authorizations required from any Relevant Authority and all necessary consents and agreements required from any third parties or otherwise to construct the Project and otherwise to carry out the Project in the manner contemplated and agreed to by the Parties.

(z) “Permitted Transferee” means:

(i) for Lansgreen Investments Inc., any one or more of (1) a lineal descendant (whether by blood or adoption) of Irving Greenberg or Gilbert Greenberg; (2) the spouse of a lineal descendant (whether by blood or adoption) of Irving Greenberg or Gilbert Greenberg; (3) a trust for one or more of the Persons described in subparagraphs (1), (2) and (4), but only such Persons; and (4) a corporation or Business Entity directly or indirectly Controlled by one or more of the foregoing (where indirect Control means that a corporation or Business Entity is Controlled by one or more other corporations or Business Entities, each of which is itself Controlled (whether directly or indirectly through one or more other such corporations or Business Entities) by one or more of the foregoing);

(ii) for Shenkman Lansdowne Ltd., any one or more of (1) a lineal descendant (whether by blood or adoption) of Harold Shenkman; (2) the spouse of a lineal descendant (whether by blood or adoption) of Harold Shenkman; (3) a trust for one or more of the Persons described in subparagraphs (1), (2) and (4), but only such Persons; and (4) a corporation or Business Entity directly or indirectly Controlled by one or more of the foregoing (where indirect Control means that a corporation or Business Entity is Controlled by one or more other corporations or Business Entities, each of which is itself Controlled (whether directly or indirectly through one or more other such corporations or Business Entities) by one or more of the foregoing);

(iii) for Trinity Lansdowne Ltd., any one or more of (1) John Ruddy, (2) the spouse of John Ruddy, (3) a lineal descendant (whether by blood or adoption) of John Ruddy; (4) the spouse of a lineal descendant (whether by blood or adoption) of John Ruddy; (5) a trust for one or more of the Persons described in subparagraphs (1), (2), (3), (4) and (6), but only such Persons; and (6) a corporation or Business Entity directly or indirectly Controlled by one or more of the foregoing (where indirect Control means that a corporation or Business Entity is Controlled by one or more other corporations or Business Entities, each of which is itself Controlled (whether directly or indirectly through one or more other such corporations or Business Entities) by one or more of the foregoing); and

(iv) for Keljay Ltd., any one or more of (1) Jeff Hunt, (2) the spouse of Jeff Hunt, (3) a lineal descendant (whether by blood or adoption) of Jeff Hunt; (4) the spouse of a lineal descendant (whether by blood or adoption) of Jeff Hunt; (5) a trust for one or more of the Persons described in subparagraphs (1), (2), (3), (4) and (6), but only such Persons; and (6) a corporation or Business Entity directly or indirectly Controlled by one or more of the foregoing (where indirect Control means that a corporation or Business Entity is Controlled by one or more other corporations or Business Entities, each of which is itself Controlled (whether directly or indirectly through one or more other such corporations or Business Entities) by one or more of the foregoing).

(aa) “Person” means an individual, legal personal representative, corporation, body corporate, firm, partnership, trust, trustee, syndicate, joint venture, unincorporated organization, other Business Entity or Relevant Authority.

(bb) “Project” means the redevelopment of Lansdowne Park, pursuant to the Lansdowne Partnership Plan.

(cc) “Project Agreement” means the project agreement respecting the Project to be entered into by the City, Ottawa Sports and Entertainment Group and the Members.

(dd) “Project Contracts” has the meaning attributed to such term in Section 2.1(b).

(ee) “Project Contract Costs” means the Eligible Costs of a Project Contract excluding any Penalties thereunder.

(ff) “Reimbursed Party” has the meaning attributed to such term in Section 3.1.

(gg) “Reimbursing Party” has the meaning attributed to such term in Section 3.1.

(hh) “Relevant Authority” means any Canadian government, including any federal, provincial or municipal government (including the City), and any Canadian government agency, tribunal, commission or other authority exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

(ii) “Request for Reimbursement” has the meaning attributed to such term in Section 3.1.

(jj) “Second Cost Sharing Agreement” has the meaning attributed to such term in the Recitals of this Agreement.

(kk) “Securities” means any document constituting evidence of title to or interest in (other than by way of security only) the capital, assets, property, profits, earnings, royalties or voting rights of any corporation or Business Entity or any document including within its entitlements, provisions constituting evidence of a conversion privilege into, an option or right to acquire or subscription for any of the foregoing and includes a share, stock, unit, unit certificate, participation certificate, certificate of share or interest, certificate or other entitlement to a convertible debenture, preorganization certificate or subscription.

(ll) “Transmission” has the meaning attributed to such term in Section 9.

1.2 In this Agreement:

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

(b) the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular portion of this Agreement;

(d) “including” or “includes” means “including (or includes) but is not limited to” and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it;

(e) references to any legislation, statutory instrument or regulation or a section thereof, unless otherwise specified, is a reference to the legislation, statutory instrument, regulation or section as amended, restated and re-enacted from time to time;

(f) references to currency or to “$” shall be to lawful currency of Canada;

(g) words in the singular include the plural and vice-versa and words in one gender include all genders; and

(h) the Schedules attached hereto form part of this Agreement.

2. Project Costs and Contracts

2.1 Commencing on the Effective Date, the Parties have entered into, or will enter into, Contracts in respect of the planning and undertaking of the Project. In connection therewith, the Parties have agreed that:

(a) the City has or shall enter into Contracts in respect of the matters listed under the heading “Task Name” for which it is indicated as being responsible under the heading “Contract Administered By” in Schedule “A” hereto (in this Section, the “City Contracts”);

(b) OSEG has or shall enter into Contracts in respect of the matters listed under the heading “Task Name” for which it is indicated as being responsible under the heading “Contract Administered By” in Schedule “A” hereto (together with the City Contracts, the “Project Contracts”).

2.2 Each Party shall ensure that:

(a) each Project Contract provides that the maximum amount payable by the Party thereunder in respect of Project Contract Costs is less than or equal to the amount set out under the heading “Project Contract Costs” in Schedule “A” hereto;

(b) each Project Contract provides that the counter-party thereto is at arm’s length to the Party entering into the Project Contract;

(c) each Project Contract entered into or amended following the date of this Agreement provides that proper and accurate accounts and records are maintained by the counter-party to the Project Contract and that the Party has the contractual right to audit them;

(d) each Project Contract entered into or amended following the date of this Agreement provides that the counter-party thereto has all requisite Permits necessary to conduct its business and to carry out its obligations under the Project Contract;

(e) each Project Contract entered into or amended following the date of this Agreement provides that the counter-party thereto will comply with all Applicable Laws necessary to conduct its business and to carry out its obligations under the Project Contract; and

(f) each applicable Project Contract entered into or amended following the date of this Agreement by OSEG shall comply with the Option Agreement between the City and Ottawa Sports and Entertainment Group dated August 9, 2011 (the “Option Agreement”).

2.3 Each Party agrees to diligently enforce all the material terms and conditions of each Project Contract.

2.4 Each Party agrees to promptly provide written notice to the other Party if there is a material default under the terms of a Project Contract which it is a party to, such notice to include details of the nature of the default.

2.5 Each Party acknowledges that the breach by a counter-party to a Project Contract to which it is a party of any term or condition of such Project Contract shall not in any way be a defence by such Party to any breach by such Party of any term or condition hereunder.

3. Reimbursement of Project Contract Costs

3.1 At any time, a Party (the “Reimbursed Party”) may request reimbursement by the other Party (the “Reimbursing Party”) of Project Contract Costs in respect of a Project Contract of the Reimbursed Party. Such request shall, in form and content satisfactory to the Reimbursing Party (the “Request for Reimbursement”):

(a) identify the Project Contract under which reimbursement is sought;

(b) provide a summary of the nature of the Project Contract Costs requested for reimbursement under the applicable Project Contract;

(d) certify that the Project Contract Costs for which reimbursement is sought:

(i) are due and payable in full, or have been paid in full under the terms and conditions of the Project Contract;

(ii) have been actually and properly incurred by the Reimbursed Party;

(iii) are Eligible Costs; and

(iv) do not include any Penalties.

3.2 Notwithstanding any other provision of this Agreement, the Reimbursing Party shall not be obligated to reimburse Project Contract Costs that:

(a) are in excess of the lesser of:

(i) the dollar amount set out under the heading “City’s Share” or “OSEG’s Share”, as applicable, in respect of the applicable Project Contract; and

(ii) the percentage of Project Contract Costs set out under the heading “City’s Share” or “OSEG’s Share”, as applicable, in respect of the applicable Project Contract.

(b) are not reasonable;

(d) are not directly related to the Project;

(e) are not a cost or expenditure that would not otherwise have been incurred by the Party but for the Project;

(f) are not an actual or contemplated cash outlay by or on behalf of the Reimbursed Party; and

(g) are not incurred after the Effective Date and on or before the End Date.

3.3 Amounts claimed for reimbursement under a Request for Reimbursement shall be paid by the Reimbursing Party within twenty (20) Business Days of receipt thereof, provided that such Request for Reimbursement is proper, accurate, correct and not in dispute. The Reimbursed Party shall be entitled to receive interest at the Interest Rate on any overdue accounts. The Reimbursed Party shall not be entitled, however, to any interest upon any amounts claimed under a Request for Reimbursement on account of a delay in its approval by the Reimbursing Party resulting from any defect in the invoice, or for any invoice that is inaccurate, incorrect, or in dispute.

3.4 The Reimbursing Party may deduct from any payment due to the Reimbursed Party under any Request for Reimbursement, any fees, charges, costs or other amounts due and owing to such Reimbursing Party from the Reimbursed Party under this Agreement. If there is a Dispute as to an amount deducted by the Reimbursing Party under this Article 3 then such matter shall be resolved pursuant to Section 16.

3.5 No Party may submit a Request for Reimbursement following the earlier of (i) one hundred and fifty (150) days after the End Date, or (ii) the completion of the audit contemplated in Section 4.4.

4. Project Contract Costs

4.1 In respect of all Project Contracts:

(a) where a Project Contract is entered into following the date of this Agreement, each Party shall, and shall require all counter-parties to such Project Contract to, keep proper accounts and records of transactions and activities, in addition to all expenditures or commitments made by the applicable Party and the counter-parties to such Project Contract and shall keep all documents, invoices, receipts and vouchers relating thereto. All accounts, records, invoices, receipts and vouchers that are kept by or available to a Party under such Project Contract shall at all times be open to audit, inspection and examination by or on behalf of the other Party; and

(b) where a Project Contract was entered into prior to the date of this Agreement each Party shall, and to the extent provided for in such Project Contract, shall require all counter-parties to such Project Contract to, keep proper accounts and records of transactions and activities, in addition to all expenditures or commitments made by the applicable Party and the counter-parties to such Project Contract and shall keep all documents, invoices, receipts and vouchers relating thereto. All accounts, records, invoices, receipts and vouchers that are kept by or available to a Party under such Project Contract shall at all times be open to audit, inspection and examination by or on behalf of the other Party.

4.2 OSEG shall provide copies of the accounts, records, invoices, receipts and vouchers described in Section 4.1 to the City upon request so that such records can be maintained in accordance with the City’s Records Management Policy and Records Retention and Disposition By-law 2003-527 or any successor by-law thereto.

4.3 Subject to Section 4.4, the costs of any audit, inspection or examination of such records by a Party shall be borne by the Party conducting the audit (the “Auditing Party”) unless the same results in a determination that any amount to be paid by or to the Auditing Party was understated or overstated by more than ten percent (10%) in the period audited, in which case the costs of such examination shall be borne by the Party being audited (the “Audited Party”), to be paid forthwith upon the Audited Party’s receipt of an invoice from the Auditing Party therefor. Any under-payments or over-payments between the Parties shall be resolved promptly and paid.

4.4 If the Project Agreement is entered into by the parties thereto, then within sixty (60) days of the End Date the Parties shall jointly conduct an audit of the Project Contract Costs remitted to a Reimbursed Party pursuant to this Agreement. Such audit shall confirm that the amount remitted to a Reimbursed Party in respect a Project Contract Cost pursuant to this Agreement is equal to the amount that is payable therefor pursuant to the Project Agreement.

4.5 Should the audit provided for in Section 4.4 lead to the discovery of:

(a) any underpayment to the City as Reimbursed Party, the City may elect to:

(i) set-off the amount of such underpayment against any payment payable by the City to OSEG, including pursuant to the Project Agreement; or

(ii) require payment of such underpayment by OSEG, and OSEG shall make such payment within five (5) days of receipt of written request from the City.

(b) any overpayment to the City as Reimbursed Party, OSEG may elect to:

(i) set-off the amount of such overpayment against any payment payable to the City by OSEG, including pursuant to the Project Agreement; or

(ii) require repayment of such overpayment by the City, and the City shall make such repayment within five (5) days of receipt of written request from OSEG.

(i) set-off the amount of such underpayment against any payment payable by OSEG, including pursuant to the Project Agreement; or

(ii) require payment of such underpayment by the City, and the City shall make such payment within five (5) days of receipt of written request from OSEG.

(d) any overpayment to OSEG as Reimbursed Party, the City may elect to:

(i) set-off the amount of such overpayment against any payment payable to OSEG, including pursuant to the Project Agreement; or

(ii) require payment of such overpayment by OSEG, and OSEG shall make such repayment within five (5) days of receipt of written request from the City.

5. REPRESENTATIONS, Warranties and Covenants

Each Party hereby represents and warrants to the other Party, and agrees as follows:

(a) that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; and

(b) that its execution and delivery of, and its performance under this Agreement, have been duly authorized by all necessary municipal, company or corporate action, and have not, do not and will not conflict with, violate, result in a breach or default of or otherwise materially adversely affect any rights of any third person or entity, whether now existing or hereafter arising or occurring.

6. Confidentiality

6.1 Each Party will hold in confidence any confidential information, provided that the provisions of this Article will not restrict a Party from passing such information to its professional advisors, provided such advisors are subject to similar confidentiality obligations, to the extent necessary, to enable it to perform (or to cause to be performed) or to enforce its rights or obligations under this Agreement.

6.2 OSEG acknowledges that information provided to the City is subject to disclosure under the Municipal Freedom of Information and Protection of Privacy Act (Ontario) and that any confidential, proprietary, commercial, scientific or similar information, the disclosure of which would reasonably cause it injury, should be identified as such when provided to the City. In respect of such information, OSEG shall also provide the City with the rationale setting forth reasons why such information should not be released under this legislation or successor legislation.

7. Nature of Relationship

7.1 The Parties acknowledge that:

(a) neither Party is the agent of the other Party, except as contemplated in the Option Agreement;

(b) the Parties are not partners or joint venturers with each other; and

(i) making OSEG and the City partners or joint venturers;

(ii) making one Party an agent of the other Party, except as contemplated in the Option Agreement; or

(iii) imposing any liability as partner, joint venturer, principal or agent on the City or OSEG, as the case may be, except as contemplated in the Option Agreement.

7.2 Without limiting the generality of Section 7.1, no Party shall have authority to act, or to hold itself out, as agent of the other Party or to bind the other Party to any third party, except as contemplated in the Option Agreement. Each Party shall inform all third parties with which it deals that it is not the agent of the other Party and cannot bind the other Party, except as contemplated in the Option Agreement.

7.3 OSEG acknowledges that although the City is a party to this Agreement, the City is and shall remain an independent planning authority with all requisite powers and discretion provided under applicable laws including the Planning Act (Ontario) and the Municipal Act, 2001 (Ontario) and nothing contained herein shall derogate from the obligations of OSEG to obtain all requisite Permits or the City’s discretion, obligations and liabilities with respect thereto.

8. Entire Agreement

8.1 This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior correspondence, agreements, negotiations, discussions and understandings, if any, written or oral. Except as specifically set out in this Agreement, there are no representations, warranties, conditions or other agreements or acknowledgements, whether direct or collateral, express or implied, written or oral, statutory or otherwise, that form part of or affect this Agreement or which induced a Party to enter into this Agreement.

9. Notices

9.1 Any notice, demand or other communication (in this Section, a “notice”) required or permitted to be given or made under this Agreement must be in writing and is sufficiently given or made if:

(a) delivered in person and, if applicable, left with a receptionist or other responsible employee of the relevant Party at the applicable address set forth below;

(b) sent by prepaid courier service or (except in the case of actual or apprehended disruption of postal service) mail; or

(c) sent by electronic or facsimile transmission, with confirmation of transmission by the transmitting equipment (a “Transmission”);

in the case of a notice to the City, addressed to it at:

City of Ottawa

110 Laurier Avenue West

Ottawa, Ontario K1P 1J1

Attention: Kent Kirkpatrick,
City Manager

Facsimile No.: 613.580.2449

E-mail: kent.kirkpatrick@ottawa.ca

and in the case of a notice to OSEG, addressed to it at:

Ottawa Sports and Entertainment Group

180 Kent Street, Suite 200

Ottawa, Ontario K1P 0B6

Attention: Bronwen Heins

Facsimile No.: 613.782.2240

E-mail: bronwenheins@oseg.ca

9.2 A Party may change its address for notice by giving notice to the other Party.

10. Amendment

This Agreement may be supplemented, amended, restated or replaced only by a written agreement signed by each Party.

11. Assignment

No Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement to any Person without the prior written consent of the other Party.

12. Enurement

This Agreement shall enure to the benefit of and shall be binding on the Parties and their respective heirs, executors, personal representatives, successors and permitted assigns, as applicable.

13. No Third Party Beneficiaries

This Agreement is solely for the benefit of the Parties and no third parties shall accrue any benefit, claim or right of any kind pursuant to, under, by or through this Agreement.

14. Severability

Each provision of this Agreement is declared to constitute a separate and distinct covenant and to be severable from all other such separate and distinct covenants. If any provision of this Agreement or its application to a Party or any circumstance is restricted, prohibited or unenforceable, that provision shall be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and, if applicable, without affecting its application to the other Party or circumstances.

15. Waiver of Rights

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

16. Dispute Resolution

16.1 Except as otherwise provided in this Agreement, any Dispute will be resolved as follows:

(a) OSEG and the City shall make all reasonable efforts to promptly resolve amicably any Dispute, controversy, claim, demand, action, proceeding or liability by negotiations, which shall be initiated by either OSEG or the City giving to the other written notice (in this Section, the “Dispute Notice”) containing details of the Dispute and the other shall provide its written reply thereto within ten (10) Business Days;

(b) if, for any reason, the Dispute has not been resolved as aforesaid within a further ten (10) Business Days after receipt of both the Dispute Notice and the reply thereto, then either Party may provide a written request to the other Party that the Dispute be resolved by referral to arbitration between the Parties pursuant to the Arbitration Act. If the Parties proceed to arbitration, the arbitration shall be conducted by a single arbitrator, the place of arbitration shall be Ottawa, Ontario, and the language of the arbitration shall be English. A decision of the arbitrator shall be final and binding on the Parties and there shall be no appeal therefrom; and

16.2 If the Parties have agreed under this Section 16 to arbitrate their Dispute, except for any action necessary to enforce the award of the arbitrator, or any actions initiated by the insurer of a Party, and subject to the provisions of Section 16.1, the provisions of this Article are a complete defence to any suit, action or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute arising under or in connection with the Agreement.

16.3 OSEG and the City shall continue to fulfil their obligations in respect of this A greement during the dispu te resolution procedure provided in this Section 16.

16.4 This Section 16 shall survive any termination of this Agreement.

17. Time of Essence

Time is of the essence of this Agreement.

18. Jurisdiction

Subject to Section 16, each Party irrevocably and unconditionally attorns to the exclusive jurisdiction of the courts of the province of Ontario.

19. Governing Law

This Agreement and any Dispute shall be governed by, and interpreted and enforced in accordance with, the laws of the province of Ontario and the laws of Canada applicable in that province, excluding the choice of law rules of that province.

20. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one agreement. To evidence the fact that it has executed this Agreement, a Party may send a copy of its executed counterpart to the other Party by Transmission and the signature transmitted by Transmission shall be deemed to be its original signature for all purposes.

21. Independent Legal Advice

Each Party declares that it has executed this Agreement voluntarily after having been given sufficient time to consider its actions and to seek such independent legal or other advice as it deems appropriate with respect to this matter and the terms of this document and that it fully appreciates the nature, extent and consequences of this Agreement.

IN WITNESS WHEREOF the Parties have duly executed this Agreement.

City of Ottawa