Fourth Report to Court of

Transcription

1 Fourth Report to Court of Duff & Phelps Canada Restructuring Inc. as Trustee of the Bankrupt Estates of Ornge Global GP Inc. and Ornge Global Holdings LP June 19, 2013

2 Contents Page 1.0 Introduction Purpose of this Report Background Status Update Dr. Mazza Assets Available for Distribution Consolidation of the Estates Conclusion...7 Appendices Tab Bankruptcy Orders re: GP and LP... A Corporate Organizational Chart... B Limited Partnership Agreement... C Record Sharing Protocol... D Duff & Phelps Canada Restructuring Inc. Page i of i

3 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File Nos.: IN THE MATTER OF THE BANKRUPTCY OF ORNGE GLOBAL GP INC., A CORPORATION INCORPORATED UNDER THE LAWS OF ONTARIO, CARRYING ON BUSINESS IN THE CITY OF MISSISSAUGA, IN THE PROVINCE OF ONTARIO AND IN THE MATTER OF THE BANKRUPTCY OF ORNGE GLOBAL HOLDINGS LP, A LIMITED PARTNERSHIP, ESTABLISHED UNDER THE LAWS OF ONTARIO, CARRYING ON BUSINESS IN THE CITY OF MISSISSAUGA, IN THE PROVINCE OF ONTARIO REPORT OF DUFF & PHELPS CANADA RESTRUCTURING INC. AS TRUSTEE IN BANKRUPTCY JUNE 19, Introduction 1. On February 2, 2012, the Ontario Superior Court of Justice (In Bankruptcy and Insolvency) (the Court ) made an order (the Bankruptcy Order ) pursuant to the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B.-3, as amended (the BIA ), adjudging Ornge Global GP Inc. ( GP ) bankrupt. A copy of the Bankruptcy Order is provided in Appendix A. 2. The GP is the sole general partner of Ornge Global Holdings LP ( LP, and together with GP, the Companies or the Estates ), which was adjudged bankrupt at the same time as GP. The application for the Bankruptcy Orders of both GP and LP was made by Ornge Global Real Estate Inc. ( OGRE ), the largest creditor and a company related to, or affiliated with, LP. Duff & Phelps Canada Restructuring Inc. Page 1 of 7

4 3. Pursuant to the Bankruptcy Orders, Duff & Phelps Canada Restructuring Inc. ( D&P ) was appointed trustee in bankruptcy of both GP s and LP s bankrupt estates (in such capacity, the Trustee ). 4. The Trustee s appointment for each of the Estates was affirmed on February 23, 2012, at the first meeting of creditors. Bruce Tavender was appointed as sole inspector of each of the Estates at that time. On April 13, 2012, Stephen Patterson replaced Mr. Tavender as sole inspector of each of the Estates. 5. On March 22, 2012, D&P, in its capacity as trustee in bankruptcy of LP, by its general partner, GP, made an assignment in bankruptcy pursuant to the BIA on behalf of Ornge Global Solutions Inc. ( Solutions ), a subsidiary of LP. D&P was also appointed trustee of the bankrupt estate of Solutions. This motion does not seek any relief with respect to Solutions. 6. This report (the Report ) is being filed by D&P in its capacity as Trustee of the Companies. 1.1 Purpose of this Report 1. The purposes of this Report are to: update the Court on the status of the Trustee s application for judgment, among other relief, against Christopher Mazza, the Companies former President and Chief Executive Officer; and support a motion to procedurally and substantively consolidate the estates of GP and LP for the purpose of simplifying the administration of the Estates (the Application ). 2.0 Background 1. GP was incorporated under the Business Corporations Act (Ontario) on November 26, LP is a limited partnership established under the laws of Ontario on December 24, The Companies are part of a group of for-profit and not-for-profit entities (collectively, Ornge ) that provides air transport medical services to patients requiring critical, acute or emergency medical care in Ontario. A copy of Ornge s corporate organizational chart as of January 24, 2012 is attached hereto as Appendix B. The services provided by Ornge are a component of Ontario s healthcare system. Duff & Phelps Canada Restructuring Inc. Page 2 of 7

5 3. LP, GP and their subsidiaries were formed as part of Ornge s initiative to create for-profit businesses to offer: a) consulting and advisory services related to patient transport systems and transport medicine to governments and agencies outside of Ontario; and b) travel healthcare solutions to individuals and corporations under a membership plan. 4. Pursuant to an agreement dated December 24, 2010 between GP and LP (the Limited Partnership Agreement ), GP has the exclusive authority to manage, control, administer and operate LP and, subject to the provisions of the Limited Partnership Agreement, to make all decisions in connection therewith. A copy of the Limited Partnership Agreement is provided in Appendix C. 5. The Ministry of Finance (Ontario) (the Ministry ) began conducting an investigation of Ornge on January 16, 2012 pursuant to a performance agreement between Her Majesty the Queen in Right of Ontario as represented by the Minister of Health and Long-Term Care and Ontario Air Ambulance Services Co. (now known as Ornge ) made as of December 15, 2005, and pursuant to Section of the Financial Administration Act (Ontario). 6. The books and records of GP and LP have been or are being reviewed by the Ministry and/or the Ontario Provincial Police (the OPP ) as a result of this investigation. The Trustee met with representatives of the Ministry upon its appointment on February 2, 2012 and was informed, among other things, that many of the Companies electronic and physical books and records are comingled with the books and records of other Ornge entities. 7. On February 8, 2012, the Court made an order (the Record Sharing Protocol Order ) authorizing the Ministry to maintain control of GP s and LP s books and records, both physical and electronic, as well as the books and records of LP s wholly-owned subsidiaries (collectively, the Records ). The Protocol referred to in the Record Sharing Protocol Order can be found in the Trustee s First Report, and is attached hereto as Appendix D. Duff & Phelps Canada Restructuring Inc. Page 3 of 7

6 3.0 Status Update 3.1 Dr. Mazza 1. The Trustee sought to recover $700,000 (plus interest) advanced by GP to Dr. Mazza prior to GP s bankruptcy (the Mazza Litigation ). On March 28, 2012, in connection with an adjournment of the Mazza Litigation, the Trustee entered into an escrow agreement with Dr. Mazza and his legal counsel pursuant to which $650,000 was placed in a trust account from the proceeds of sale of Dr. Mazza s personal residence. The sale of Dr. Mazza s residence closed on March 30, On March 29, 2012, counsel representing the Trustee and Dr. Mazza appeared before Justice Morawetz regarding a consensual adjournment of the application. Justice Morawetz adjourned the application sine die, on terms, as set out in his endorsement dated March 29, On November 23, 2012, Dr. Mazza and the Trustee entered into a settlement regarding the Mazza Litigation. The terms of the settlement were approved by Mr. Patterson, as sole inspector of GP, on November 16, Assets Available for Distribution 1. As at the date of this Report the Trustee has approximately $550,000 on hand, net of certain unpaid professional fees, in the accounts of GP and LP. The Trustee is not aware of any other assets to be recovered in respect of GP or LP. 3.3 Consolidation of the Estates 1. The Trustee believes that on the facts of this case the Estates should be procedurally and substantively consolidated. 2. The Trustee understands that substantive consolidation of the estates of bankrupt or insolvent entities is not commonly ordered in Canada but may be ordered by the Court in appropriate circumstances. Duff & Phelps Canada Restructuring Inc. Page 4 of 7

7 3. The Trustee believes that procedural and substantive consolidation of the GP and LP Estates is appropriate for the following reasons: a) By operation of law, GP is liable for all of the debts and obligations of LP and is required to hold the assets of LP. Pursuant to the Limited Partnerships Act (Ontario), R.S.O. 1990, c. L.16, as amended (the LPA ), GP is liable for the debts of LP because, while each limited partner of LP is only liable to the extent of their contribution, GP s liability is unlimited 1 ; b) By operation of law, resulting from Section 85(1) of the BIA, the assets of LP vested in the Trustee of GP on LP s bankruptcy. As a result, the Trustee of GP holds all of the assets of both Estates; c) As noted above, there have been ongoing investigations of Ornge by both the Ministry and the OPP. To this end, there has been substantial intermingling of the Records; and d) Consolidation would promote cost efficiency and avoid significant costs and delays associated with having to address complex factual and legal inter-company issues in the absence of consolidation. 4. There are also numerous complex factual and legal matters that would have to be addressed in the event that the Estates are not consolidated. Without limitation, these include: a) the allocation of proceeds realized by the Trustee as between GP and LP with respect to the Mazza Litigation; b) an allocation with respect to professional fees between the two Estates; and c) a determination of how to account for funds in the two separate bank accounts between creditors of the Estates. 5. The comingling of the Records of the Estates makes a determination of the above costly, time-consuming and complex, particularly in the context of the size of these estates. 1 This is explained in more detail in the Trustee s factum. Duff & Phelps Canada Restructuring Inc. Page 5 of 7

8 6. The Trustee has identified that the affairs of the Estates are intermingled in many practical and operational ways. For example, until bankruptcy, both entities operated from the same leased premises and shared assets so that there is confusion as to what assets belonged to GP and which to LP. In addition, both entities were administered by the same principals, ostensibly acting in various director, officer and independent contractor positions. Also, as recognized by the Record Sharing Protocol Order, the Records of GP and LP are intermingled. 7. The Trustee has reviewed the proofs of claim ( POCs ) filed in the two Estates and notes that each of the claims appears to arise from contracts or arrangements entered into by LP by its general partner, GP. However, some of the POCs have been filed against both LP and GP. The POCs filed to date are summarized below: Creditor Amount Claimed Against GP ($) Amount Claimed Against LP ($) Byron Capital Markets Ltd. 88, Cassels Brock & Blackwell 11, Christopher Mazza withdrawn Fasken Martineau DuMoulin LLP 294, , KPMG LLP 289, Ministry of Finance 1, Ornge Global Air Inc. 38, , Ornge Global Corporate Services Inc. 169, , Ornge Global Real Estate Inc. 5,599, ,599, Ornge 27, , Rhoda Beecher Human Resource Consulting 63, WSIB As such, absent consolidation, the Trustee would have to reject any duplicative claims and potentially incur additional costs if such disallowances are challenged. 9. The Trustee is of the view that, in the absence of consolidation, there will be considerable cost and delay in the completion of the administration of the Estates. Given that GP is liable in any event for all of the debts of LP by operation of law, the Trustee also believes that there will be no prejudice to creditors of either Estate if consolidation is ordered. Duff & Phelps Canada Restructuring Inc. Page 6 of 7

9 10. In the Trustee s view, procedural and substantive consolidation: a) is required pursuant to the provisions of the LPA and the BIA; b) is consistent with the intermingling that has occurred between the Estates; c) will result in significant cost savings and certainty; and d) will permit the Trustee to complete expeditiously the administration of the Estates and make distributions to creditors. 11. OGRE, being the largest creditor, and Mr. Patterson, the inspector of the Estates, support the Trustee s motion for an order procedurally and substantively consolidating the Estates. 4.0 Conclusion 1. For the reasons set out in this Report, the Trustee respectfully recommends that this Honourable Court make an Order: (i) approving the activities of the Trustee as summarized in this Report; and (ii) procedurally and substantively consolidating the Estates. 2. The Trustee submits that such relief is warranted and appropriate in light of the circumstances of the Estates. All of which is respectfully submitted, * * * DUFF & PHELPS CANADA RESTRUCTURING INC. IN ITS CAPACITY AS TRUSTEE IN BANKRUPTCY OF ORNGE GLOBAL GP INC. AND ORNGE GLOBAL HOLDINGS LP AND NOT IN ITS PERSONAL CAPACITY Duff & Phelps Canada Restructuring Inc. Page 7 of 7

10 Appendix A

11 C.9 ONTARIO SUPERIOR COURT OF JUSTICE (IN BANKRUPTCY & INSOLVENCY) Estate File No. 31-0R T (4`VvitrimE REG R M I C-L5 ) FRIDAY, THE 2 nd DAY ) OF FEBRUARY, 2012 IN THE MATTER OF THE BANKRUPTCY OF ORNGE GLOBAL GP INC., a corporation incorporated under the laws of Ontario, carrying on business in the City of Mississauga, in the Province of Ontario BANKRUPTCY ORDER UPON the Application of Orange Global Real Estate Inc. (the "Applicant"), having an office at 5310 Explorer Drive, Mississauga, Ontario, L4W 5H8, a creditor of Ornge Global GP Inc. ("Ornge GP"), filed the 19 1h day of January, 2012; AND UPON reading the said Application and the Affidavit of Verification of Barry Pickford, sworn January 19, 2012, and the exhibits attached thereto; and, the affidavit of service of Laurie Turner, sworn January 19, 2012, filed; AND UPON hearing the submissions of counsel for the Applicant, and it appearing to the Court that the following act of bankruptcy has been committed: (a) that Ornge GP, within the six months preceding the date of the filing of the Application for Bankruptcy Order, has ceased to meet its liabilities generally as they become due in that it has failed to pay its indebtedness to the Applicant and to other creditors: DMr0R/ /

12 2 1. THE COURT HEREBY ORDERS that Ornge GP, residing and carrying on business at 5310 Explorer Drive in the City of Mississauga, in the Province of Ontario, having debts in excess of one thousand dollars and having committed the above-stated act of bankruptcy, be and is hereby adjudged bankrupt and that a Bankruptcy Order is hereby made against Ornge GP. 2. THE COURT FURTHER ORDERS that Duff & Phelps Canada Restructuring Inc. of Toronto, Ontario be and is hereby appointed as trustee of the estate of Ornge GP. 3. THE COURT FURTHER ORDERS that the said trustee give security in cash or by bond without delay, in accordance with section 16(1) of the Bankruptcy and Insolvency Act. 4. THE COURT FURTHER ORDERS that the costs of and incidental to this application and of this order be paid to the Applicant out of the estate of Ornge GP forthwith after taxation thereof JANET E. MILLS strar in Bankruptcy Greffier des faillites 1-;uperior Court of Justice Cour supérieure de justice DM_T0RJ /

13 Estate File No. 31-0R T IN THE MATTER OF THE BANKRUPTCY OF ORNGE GLOBAL GP INC., a corporation incorporated under the laws of Ontario, carrying on business in the City of Mississauga, in the Province of Ontario ONTARIO SUPERIOR COURT OF JUSTICE (IN BANKRUPTCY & INSOLVENCY) Proceedings commenced in Toronto BANKRUPTCY ORDER FASKEN MARTINEAU DuMOULIN LLP 333 Bay Street Suite 2400 Toronto, ON M5H 2T6 R. Graham Phoenix (LSUC No N) Tel: Fax: Solicitors for Ornge Global Real Estate Inc. the Applicant DM_T0R/ /

14 ONTARIO SUPERIOR COURT OF JUSTICE (IN BANKRUPTCY & INSOLVENCY) Estate File No. 31-0R T REGISTRAR Th, LA.,5 ) THURSDAY, THE 2 thi DAY ) OF FEBRUARY, 2012 IN THE MATTER OF THE BANKRUPTCY OF ORNGE GLOBAL HOLDINGS LP, a limited partnership, established under the laws of Ontario, carrying on business in the City of Mississauga, in the Province of Ontario BANKRUPTCY ORDER UPON the Application of Orange Global Real Estate Inc. (the "Applicant"), having an office at 5310 Explorer Drive, Mississauga, Ontario, L4W 5H8, a creditor of Ornge Global Holdings LP ("Ornge LP"), filed the 19 th day of January, 2012; AND UPON reading the said Application and the Affidavit of Verification of Barry Pickford, sworn January 19, 2012, and the exhibits attached thereto; and, the affidavit of service of Laurie Turner, sworn January 19, 2012, filed; AND UPON hearing the submissions of counsel for the Applicant, and it appearing to the Court that the following act of bankruptcy has been committed: (a) that Ornge LP, within the six months preceding the date of the filing of the Application for Bankruptcy Order, has ceased to meet its liabilities generally as they become due in that it has failed to pay its indebtedness to the Applicant and to other creditors: DMT0R/ /

15 2 1. THE COURT HEREBY ORDERS that Ornge LP, residing and carrying on business at 5310 Explorer Drive in the City of Mississauga, in the Province of Ontario, having debts in excess of one thousand dollars and having committed the above-stated act of bankruptcy, be and is hereby adjudged bankrupt and that a Bankruptcy Order is hereby made against Ornge LP. 2. THE COURT FURTHER ORDERS that Duff & Phelps Canada Restructuring Inc. of Toronto, Ontario be and is hereby appointed as trustee of the estate of Ornge LP. 3. THE COURT FURTHER ORDERS that the said trustee give security in cash or by bond without delay, in accordance with section 16(1) of the Bankruptcy and Insolvency Act. 4. THE COURT FURTHER ORDERS that the costs of and incidental to this application and of this order be paid to the Applicant out of the estate of Ornge LP forthwith after taxation thereof. JANET E. MILLS.:iegistrar to Bankruptcy Greffier des faillites Suoenor Court of Justice Cour oupérieure de justice DM_T0R /

16 Estate File No. 31-0R T IN THE MATTER OF THE BANKRUPTCY OF ORNGE GLOBAL HOLDINGS LP, a limited partnership, established under the laws of Ontario, carrying on business in the City of Mississauga, in the Province of Ontario ONTARIO SUPERIOR COURT OF JUSTICE (IN BANKRUPTCY & INSOLVENCY) Proceedings commenced in Toronto BANKRUPTCY ORDER FASKEN MARTINEAU DuMOULIN LLP 333 Bay Street Suite 2400 Toronto, ON M5H 2T6 R. Graham Phoenix (LSUC No N) Tel: Fax: Solicitors for Ornge Global Real Estate Inc. the Applicant DM_TOR/ /

17 Appendix B

18

19 Appendix C

20 ORNGE GLOBAL HOLDINGS LP LIMITED PARTNERSHIP AGREEMENT As of December 24, 2010

21 TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION Definitions Currency Headings Gender, Number and Persons Interpretation Accounting Principles Entire Agreement Applicable Law Conflict Severability Successors and Assigns Statutes Time Schedules... 8 ARTICLE 2 THE LIMITED PARTNERSHIP Formation Name of the Partnership Title and Contracts Restrictions on Business Registered Office and Principal Office Term Fiscal Year Maintaining Status of Partnership Compliance with Laws ARTICLE 3 GP UNIT, PARTNERSHIP SECURITIES AND SUBSCRIPTIONS Units and GP Unit Attributes of Units and GP Unit Subscription of Units Authority of General Partner to Offer Partnership Securities Subscriptions Limited Partner Pre-Emptive Rights on Issuance of Securities Withdrawal as a Limited Partner Transfer of Units Deemed Withdrawal Certificates Issuances of Units Under Long Term Incentive Plan Securities Transfer Act ARTICLE4 CAPITAL ACCOUNTS

22 TABLE OF CONTENTS (continued) Page 4.1 Separate Capital Accounts Interest on Capital Contributions Effective Date Register of Limited Partners ARTICLE 5 THE LIMITED PARTNERS Representations, Warranties and Covenants of the Limited Partners Survival or Representations, Warranties and Covenants Management and Control Limited Liability Indemnification by Limited Partners ARTICLE 6 MANAGEMENT OF THE PARTNERSHIP Representations, Warranties and Covenants of the General Partner Survival of Representations, Warranties and Covenants Management of the Partnership Authority of General Partner Services of General Partner Reimbursement of Expenses Duty of Care Liability of General Partner Indemnification of the General Partner Limitation on Authority of General Partner Annual Service Fee Sales Taxes ARTICLE 7 MEETINGS OF THE LIMITED PARTNERSHIP Calling of Meetings Place of Meeting Notice of Meeting Record Dates Attendance of Others Corporations Chair Quorum Voting Proxies Execution of Proxies Validity of Proxies Revocation Po Powers of Limited Partners; Resolutions Binding ii

23 TABLE OF CONTENTS (continued) Page 7.16 Powers Exercisable by Special Resolution and Extraordinary Resolution Minutes Written Resolutions Additional Rules and Procedures ARTICLE 8 BANKING, RECORDS, REPORTS AND REPORTING Bank Accounts Records and Books of Account Units Register Reporting Accounting Policies Appointment of Auditor ARTICLE 9 ALLOCATIONS AND DISTRIBUTIONS Determination of Income and Loss Allocation of Income or Loss for Accounting and Tax Purposes Auditor's Determination Payment of Adjustments Distributions Form of Distributions Return of Capital Withholding Tax Tax Returns Limitations Prescribed by Statute ARTICLE 10 POWER OF ATTORNEY Creation of Power of Attorney Attributes of Power of Attorney Notice to Limited Partners ARTICLE 11 CHANGE AND ADMISSION OF GENERAL PARTNERS Change of General Partner Transfer to New General Partner ARTICLE 12 DISSOLUTION OF THE LIMITED PARTNERSHIP Dissolution of the Partnership Events Not Giving Rise to Dissolution Procedures Prior to Dissolution Liquidation of Partnership Assets Distributions Statements Cash Distributions Termination...41

24 TABLE OF CONTENTS (continued) Page 12.9 Banlcruptcy...41 ARTICLE13 AMENDMENTS Amendment Procedure ARTICLE 14 NON-COMPETITION Non-Competition Covenants of Limited Partners Business of Initial Limited Partner ARTICLE15 GENERAL Notices Change of Address Further Acts Counterparts iv

25 LIMITED PARTNERSHIP AGREEMENT THIS LIMITED PARTNERSHIP AGREEMENT made as of the 24 t" day of December, 2010, BETWEEN: Ornge Global GP Inc., a company incorporated under the laws of the Province of Ontario (hereinafter called the "General Partner") - and- Ornge Global Management Inc., a company incorporated under the laws of the Province of Ontario (hereinafter called the "Initial Limited Partner") - and- Each Person (as hereinafter defined) who is admitted to the Partnership (as hereinafter defined) as a Limited Partner (as hereinafter defined) in accordance with the provisions hereof WHEREAS the General Partner and the Initial Limited Partner hereby form and enter into a limited partnership in accordance with the Limited Partnerships Act (Ontario) and the terms and conditions hereinafter set out; NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties agree as follows: 1.1 Definitions ARTICLE 1 INTERPRETATION For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings: "Act" means the Limited Partnerships Act (Ontario); "Affiliated Entity" has the meaning attributed thereto in Multilateral Instrument as in effect as a rule of the Ontario Securities Commission at the date of this Agreement;

26 -2- "Agreement" means this limited partnership agreement, as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof; "Applicable Law" in respect of any Person, property, transaction or event, means any and all present and future laws, including all statutes, regulations, rules, codes, ordinances, municipal by-laws, treaties, judgments and decrees applicable to that Person, property, transaction or event and all applicable official directives, rules, consents, approvals, authorizations, guidelines, orders, ruling or award and policies of any Governmental Authority having or purporting to have authority over that Person, property, transaction or event; "Associated Entity" has the meaning attributed thereto in Multilateral Instrument as in effect as a rule of the Ontario Securities Commission at the date of this Agreement; "Auditor" has the meaning specified in Section 8.6; "Business" means the business carried on by the Partnership and any Ornge Global Opco from time to time; "Business Day" means a day, other than a Saturday or a Sunday, which is not a statutory or civic holiday in Toronto, Ontario; "Competitive Business" means any business or venture that competes with or carries on any activity that is substantially similar to the whole of or any significant part of the Business or any Permitted Business; "Control" means, in respect of any Person, the following: (a) in the case of any Person that is not a partnership, limited partnership, limited liability company or trust: (i) (ii) holding voting securities or having the power to vote voting securities carrying more than 50% of the votes for the election of directors; and the votes carried by such securities are entitled, if exercised, to elect a majority of the directors of the Person; (b) in the case of a limited liability company or partnership other than a limited partnership, holding more than 50% of the interests in the limited liability company or partnership; (c) (d) in the case of a limited partnership, being the general partner; or in the case of a trust, holding the power to appoint the trustees of such trust or otherwise direct the policies and actions of such trust, and "Controls", "Controlling" and "Controlled" have corresponding meanings;

27 -3- "Declaration" means the declaration filed under the Act for the purpose of forming the Partnership and includes any amendment to such declaration filed pursuant to the Act; "Extraordinary Resolution" means, subject to the provisions of this Agreement: (a) a resolution approved by the Limited Partners holding at least seventy-five (75%) percent of the aggregate number of Units outstanding on the applicable record date at a duly constituted meeting of Limited Partners or at a~~y adjournment thereof, called in accordance with this Agreement; or (b) a written resolution in one or more counterparts signed by Limited Partners holding at least seventy-five (75%) percent of the aggregate number of Units outstanding; "Fair Market Value" has the meaning specified in Section 3.9(d); "Fiscal Year" means the fiscal year of the Partnership set forth in Section 2.7; "GAAP" means generally accepted accounting principles in Canada, as modified by the International Financial Reporting Standards recommended by the Canadian Accounting Standards Board, consistently applied; "General Partner" means Ornge Global GP Inc. or any other party who may become the general partner of the Partnership in place of or in substitution for Ornge Global GP Inc., from time to time, in each case until (but subject to any applicable continuing liability and obligations) such general partner ceases to be the general partner of the Partnership under the terms of this Agreement, in each case in its capacity as general partner of the Partnership; "Governmental Authority" with respect to any Person, property, transaction or event means any federal, provincial, regional, municipal or local government authority or body, any political subdivision thereof or any other governmental, judicial, public or statutory authority, instrumentality, body, agency, bureau or entity having authority over such Person, property, transaction or event or any Person acting or purporting to act under the authority of any of the foregoing or any other authority charged with the administration of Applicable Law; "GP Fiscal Year" means the fiscal year of the General Partner which at this time commences on April 1 of each year and ends on the next following March 31, as changed by the General Partner in its sole discretion from time to time; "GP Unit" has the meaning specified in Section 3.1(b); "Interests" means in respect of a Partner at any time, the rights, obligations and interest of the Partner in the Partnership at such time, as set out in this Agreement; "ITA" means the Income Tcrx Act (Canada);

28 -4- "Limited Partner" means the Initial Limited Partner and each Person who from time to time is accepted after the date hereof as a limited partner of the Partnership in accordance with this Agreement, or who is a successor of the Initial Limited Partner or any such Person and who becomes a limited partner of the Partnership; and "Limited Partners" means more than one of the Limited Partners; "Long Term Incentive Plan" means the Ornge Global Holdings LP Long Term Incentive Plan, as the same may be amended, restated, supplemented or otherwise modified from time to time; "Losses" in respect of any matter, means all claims, actions, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses arising directly or indirectly as a consequence of such matter including all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement; "Net Cash Flow" means, for any period of the Partnership, all cash receipts received by the Partnership during such period less all cash payments in respect of expenses and obligations of the Partnership; "Net Overhead Costs" means for any GP Fiscal Year the aggregate amount of all Overhead Costs incurred in that GP Fiscal Year less the aggregate amount of all funds received by the General Partner from Ornge or any other third party (other than the Partnership) as a reimbursement of Overhead Costs in respect of that GP Fiscal Year; "Ordinary Resolution" means, subject to the provisions of this Agreement: (a) a resolution approved by the Limited Partners holding at least fifty-one (51 %) percent of the aggregate number of Units outstanding on the applicable record date at a duly constituted meeting of Limited Partners or at any adjournment thereof, called in accordance with this Agreement; or (b) a written resolution in one or more counterparts signed by Limited Partners holding at least fifty-one (51 %) percent of the aggregate number of Units outstanding; "Ornge" means Ornge, a federal non-share capital corporation incorporated under the Canada Corporations Act and registered as a charitable organization under the ITA; "Ornge Global Opco" means any Person that is a subsidiary of the Partnership; "Overhead Costs" means the amount expended by the General Partner on its own costs of operations, including legal, accounting and other professional service fees, fees payable to directors, insurance costs, and employee wages and benefit costs; "Ownership Percentage" of a Limited Partner at a particular time means the percentage which the Units held by the Limited Partner at such time is of the total number of outstanding Units at the time;

29 -5- "Partner" means the General Partner or any Limited Partner and "Partners" means the General Partner together with one or more of the Limited Partners; "Partnership" means the limited partnership formed by the Partners in accordance with this Agreement; "Partnership Securities" means collectively the Units and any other securities representing Interests in the capital of the Partnership, including options or other securities convertible into Units; "Permitted Business" means any business or venture of, or related to, transport medicine, including by way of direct or indirect investments in or ownership of another Person providing products and/or services such as (i) travel protection products, including mobile healthcare services, (ii) transport medicine education services, or (iii) advisory, consulting, management or marketing services in respect of transportable healthcare systems; "Person" means any individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unincorporated organization or association, trust (including the trustees thereof, in their capacity as such), government (or agency or political subdivision thereo fl or other entity howsoever designated or constituted; "Prime Rate" for any day means the rate of interest expressed as a rate per annum that The Toronto-Dominion Bank establishes at its head office in Toronto, Ontario as the reference rate of interest that it will charge on that day for Canadian dollar demand loans to its customers in Canada and which it at present refers to as its prime rate; "Register" means the register of the Limited Partners maintained by the General Partner at the Partnership's principal place of business, or at any place designated by the General Partner, pursuant to Sections 4.4 and 8.3 indicating the names, addresses and the number of Units held by each of them; "Services" means all of the services to be provided to, or for and on behalf of, the Partnership by the General Partner as set out in this Agreement, including the services described in Schedule C; "Special Resolution" means, subject to the provisions of this Agreement: (a) (b) a resolution approved by the Limited Partners holding at least sixty-six and twothirds (66 2/3%) percent of the aggregate number of Units outstanding on the applicable record date at a duly constituted meeting of Limited Partners or at any adjournment thereof, called in accordance with this Agreement; or a written resolution in one or more counterparts signed by Limited Partners holding at least sixty-six and two-thirds (66 2/3%) percent of the aggregate number of Units outstanding; DM TOR/ / A

30 ~'~ "subsidiary" means, with respect to any Person, any Person Controlled, directly or indirectly, by that Person; "Term" has the meaning specified in Section 2.6; "Transfer" of a Unit or any part thereof includes any sale, exchange, transfer, assignment, gift, pledge, encumbrance, hypothecation, alienation, transmission or other transaction, whether voluntary, involuntary or by operation of law, by which the beneficial ownership of, or a security interest or other interest in, the Unit or any part thereof passes from one Person to another, or to the same Person in a different capacity or to a successor of such Person such as by amalgamation, whether or not for value and any direct or indirect change of Control of the beneficial owner of the Unit or any part thereof, and any option, agreement or other commitment in respect of any of the foregoing, and "Transferred," and similar expressions have corresponding meanings; "Transfer Form" means a transfer and power of attorney in the form of Schedule B or such other form as may be approved by the General Partner from time to time; "Units" has the meaning specified in Section 3.1, and "Unit" means any one of them; and "Unit Certificate" means a certificate evidencing ownership of a unit of the Partnership substantially in the form of Schedule A or as otherwise approved from time to time by the General Partner. 1.2 Currency Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in Canadian funds. 1.3 Headings The division of this Agreement into Articles, Sections, paragraphs and Schedules and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, Section, paragraph or Schedule refers to the specified Article, Section, paragraph of or Schedule to this Agreement. 1.4 Gender, Number and Persons In this Agreement, all words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed as agreeing with the required word and pronoun. 1.5 Interpretation In this Agreement:

31 -~- (a) (b) (c) "hereof, "hereto", "herein", "hereinafter" and "hereunder" mean and refer to this Agreement and not to any particular Article, Section, paragraph or other subdivision hereof, and "includes" or "including" shall mean including without limitation, unless the context requires otherwise; unless the context otherwise requires, any reference to a Person will include, and will be deemed to be, a reference to any successor or permitted assign of such Person; and unless specified otherwise, reference in this Agreement to a statute or statutory provision refers to that statute or statutory provision as it may be amended from time to time, or restated or successor statute or statutory provision of comparable effect. A reference to a statute includes any statutory instrument, rules and regulations made under such statutes. 1.6 Accounting Principles In this Agreement, accounting terms that are not defined herein shall be construed in accordance with GAAP. Except as otherwise provided herein, all calculations and determinations of income, gains and losses hereunder shall be made by the General Partner in accordance with GAAP. 1.7 Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided. 1.8 Applicable Law This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario. 1.9 Conflict If there is a conflict between any provision of this Agreement and any other document contemplated by or delivered under or in connection with this Agreement, the relevant provision of this Agreement shall prevail Severability If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially DM TOW / A

32 -8- adverse to the General Partner or the Limited Partners. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible Successors and Assigns Subject to the restrictions on transfer herein contained, this Agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and, where the context so permits, their respective heirs, legal personal representatives, successors and permitted assigns Statutes Unless specified otherwise, reference in this Agreement to a statute refers to that statute as such statute may be amended from time to time, or to any restated or successor legislation of comparable effect, and refers to any regulations then in force and effect thereunder Time Time shall be of the essence of this Agreement and, following any waiver or indulgence by any party, time will again be of the essence of this Agreement Schedules The following Schedules are attached to and form part of this Agreement: Schedule A Form of Unit Certificate Schedule B Transfer Form Schedule C Services 2.1 Formation ARTICLE 2 THE LIMITED PARTNERSHIP The General Partner and the Initial Limited Partner have agreed to and hereby form the Partnership pursuant to the laws of the Province of Ontario and the provisions of this Agreement. The Partnership shall be formed as a limited partnership from the date on which a Declaration of limited partnership is filed in accordance with the Act. The rights and liabilities of the Partners shall be as set out in the Act unless otherwise expressly provided herein. 2.2 Name of the Partnership The Partnership shall carry on its activities under the name "Ornge Global Holdings LP", or such other name or names as the General Partner may from time to time adopt, including in order DM TOR/ / JA

33 ~!Z to comply with the laws of the jurisdictions in which the Partnership may carry on such activities. 2.3 Title and Contracts Legal title to the assets of the Partnership and all contracts which the Partnership may be a party to or bound by shall at all times be held or entered into in the name of the Partnership, or the General Partner on behalf of the Partnership, or a nominee of the General Partner on behalf of the Partnership. 2.4 Restrictions on Business (a) The Partnership has been formed for the primary purpose of: (i) (ii) investing, by way of debt or equity, in each Ornge Global Opco engaged in a Permitted Business; and carrying on such other activities as may be necessary or incidental thereto as may be approved from time to time by the General Partner. (b) Except as provided for in Section 2.4(a), the Partnership shall not engage directly in any other active business, provided that the Partnership shall be entitled to: (i) (ii) license from Ornge certain know-how, intellectual property and other assets under the terms of a master licensing agreement or other licensing arrangements; and sell, assign, transfer, lease or license to any Ornge Global Opco assets necessary for, or ancillary to, the Permitted Business. 2.5 Registered Office and Principal Office The registered office of the Partnership shall be 5310 Explorer Drive, Mississauga, Ontario, L4W SH8 or such other place in the Province of Ontario as may be determined by the General Partner from time to time. The principal office of the Partnership shall be located at 5310 Explorer Drive, Mississauga, Ontario, L4W SH8 or at such other location as the General Partner may determine from time to time. The business of the Partnership may be conducted at such place or places as may from time to time be selected or approved by the General Partner. The General Partner shall give advance written notice of any change in registered office or principal office address of the Partnership to each Limited Partner no less than ten (10) Business Days prior to such change becoming effective. 2.6 Term The term of the Partnership shall commence upon the date of filing of the initial Declaration and shall continue until terminated in accordance with the provisions of Article 12 (the "Term"). All provisions of this Agreement relating to the dissolution, winding up and termination of the Partnership shall be cumulative and the exercise or use of one of the provisions of this

34 -10- Agreement relating thereto shall not preclude the exercise or use of any other provision of this Agreement relating thereto. 2.7 Fiscal Year The fiscal year ("Fiscal Year") of the Partnership shall end on the 31 S` day of December in each year, unless otherwise changed by the General Partner in its sole discretion from time to time. 2.8 Maintaining Status of Partnership The General Partner shall do all things and shall cause to be executed, amended and filed such certificates, declarations, registers, instruments and documents as may be required under the laws of the Province of Ontario and any other laws having jurisdiction to reflect the formation of the Partnership, including the extra-provincial registration of the Partnership in those jurisdictions where the Partnership carries on business and where such extra-provincial registration is required. The General Partner shall take all necessary action on the basis of information available to it in order to maintain the status of the Partnership as a limited partnership under the laws of the Province of Ontario. 2.9 Compliance with Laws Each Limited Partner shall, on request of the General Partner, as promptly as possible execute all certificates, declarations, instruments and documents necessary to comply with any Applicable Law in regard to the formation, continuance, operation or dissolution of the Partnership. ARTICLE 3 GP UNIT, PARTNERSHIP SECURITIES AND SUBSCRIPTIONS 3.1 Units and GP Unit (a) (b) The Interests of the Limited Partners shall be divided into and represented by a general class of units issued in accordance with this Agreement that are, except as otherwise expressly provided herein, identical to each other (the "Units"), each representing a share of the aggregate Interests of the holders thereof as determined pursuant to this Agreement. The General Partner, in its capacity as the general partner of the :Partnership, shall hold its Interest in the Partnership in the form of one unit (the "CP UniY'), which shall be issued to the General Partner upon payment to the Partnership by the General Partner of the subscription price of one dollar ($1.00). The GP Unit shall evidence the Interest of the General Partner as set out in Section 9.2(a). 3.2 Attributes of Units and GP Unit Except as set forth in this Agreement or otherwise agreed by the parties, each Unit shall entitle the Limited Partner that is the holder thereof to the same rights, and shall subject such Limited Partner to the same obligations, as those of the holder of any other Unit irrespective of the subscription price paid for such Units, and no Limited Partner shall be entitled to any privilege

35 -11- not enjoyed by any other Limited Partner or to any priority or preference in relation to any other Limited Partner. The General Partner shall not enjoy the rights of holders of Units generally but the General Partner, as holder of the GP Unit, shall have the right to share in the income and loss of the Partnership in the manner described in Section 9.2(a). 3.3 Subscription of Units The General Partner and the Initial Limited Partner acknowledge and agree that each will contribute capital to the Partnership contemporaneously with their execution of this Agreement in the form of cash, property or assets set forth below, and will receive Units therefor and, upon completion of such contributions, the issued and outstanding Units of each Partner shall be as follows: Description of Value of Name of Partner Contribution Contribution Ornge Global GP Inc. Cash $1.00 Ornge Global Management Inc. Cash $1.00 Number and Class of Units 1 GP Unit 1,120 Units 3.4 Authority of General Partner to Offer Partnership Securities Subject to the provisions of Section 3.6, the General Partner may raise capital for the Partnership from time to time by issuing or selling Partnership Securities and may determine the terms and conditions of any such issuance or sale (including the price of such Partnership Securities) and may do all things in that regard including preparing and filing prospectuses or offering memoranda and such other documents as may be necessary or advisable, paying the expenses of issue and entering into agreements with any Person providing for a commission or fee in respect of such sale, either to agents or purchasers, all in a manner that is not inconsistent with the provisions of any prospectus or offering memorandum; provided that the General Partner has complied with Applicable Laws (including applicable securities laws) and the remaining provisions of this Agreement. 3.5 Subscriptions Subject to the provisions of Section 3.6, the General Partner may in its discretion from time to time admit other Persons as Limited Partners or as a general partner of the Partnership in such manner as required from time to time by the General Partner, provided that such subscriber shall be required to enter into a subscription agreement as the General Partner may require, and in such form as the General Partner may require. Upon the admittance by the General Partner of any Person as a Limited Partner or a general partner, such Limited Partner or general partner, as the case may be, will, by executing a counterpart of this Agreement or otherwise in writing, agree to observe and be bound by this Agreement as a Limited Partner or general partner. Except as otherwise expressly permitted in writing by the General Partner, only Persons who are residents of Canada or "Canadian partnerships" for the purposes of the ITA may be Partners. Each Partner shall at all times during the term of this Agreement remain a resident of Canada.

36 Limited Partner Pre-Emptive Rights on Issuance of Securities (a) Subject to the provisions of this Section 3.6, the General Partner may, from time to time, in its discretion, issue or sell such additional Partnership Securities or issue or sell debt instruments of the Partnership (collectively, the "Offered Securities") for such consideration, upon such terms and conditions and to such Persons as the General Partner determines to be in the best interests of the Partnership. (b) Each time the General Partner proposes to issue Offered Securities, the Partnership shall deliver an offering notice in writing to each Limited Partner (the "Offering Notice") specifying: (i) (ii) (iii) the total number or principal amount, as the case may be, of Offered Securities which are being offered; the rights, privileges, restrictions, terms and conditions of such Offered Securities; and the consideration for which such Offered Securities are being offered, which consideration shall be the same for all of such Offered Securities. Such Offering Notice shall have attached to it a form of subscription agreement approved by the General Partner (the "Subscription Notice"). (c) Each Limited Partner shall be entitled, at its option, exercisable within 15 days after receipt of an Offering Notice (the "Offer Period") to return an executed Subscription Notice to the General Partner agreeing to subscribe for: (i) (ii) an amount up to its Ownership Percentage in the Offered Securities; and in addition, all or part of any Offered Securities for which the other Limited Partners do not subscribe pursuant to Section 3.6(c)(i). Such Subscription Notice shall constitute a binding agreement by such Limited Partner, subject to Subsection 3.6(e), to subscribe for and take up, and by the General Partner on behalf of the Partnership to issue and sell to such Limited Partner, the number of Offered Securities subscribed for, at the price and upon the other terms and conditions specified in the Offering Notice. (d) If a Limited Partner fails to agree to subscribe for its Ownership Percentage in the Offered Securities in accordance with Subsection 3.6(c)(i), then any and all rights which such Limited Partner may have had to subscribe for any of the Offered Securities shall be extinguished. (e) If the number of Offered Securities subscribed for by Limited Partners who deliver Subscription Notices to the General Partner exceeds the total number of Offered Securities, each Limited Partner that subscribed for Offered Securities shall be entitled and obligated to purchase its Ownership Percentage in the

37 -13- Offered Securities as set forth in Subsection 3.6(c)(i) and any remaining Offered Securities shall be allocated among those Limited Partners who have elected to subscribe for additional Offered Securities pursuant to Subsection 3.6(c)(ii) in proportion to the number or amount of additional Offered Securities which each such Limited Partner agreed to purchase pursuant to Subsection 3.6(c)(ii). (~ Upon the expiration of the Offer Period, the General Partner shall be entitled to issue any of the Offered Securities which Limited Partners did not subscribe for pursuant to this Section 3.6 to any Person or Persons, but only at the same or a higher price and upon no more favourable terms and conditions than were set forth in the Offering Notice relating to such Offered Securities and subject to the condition that if the Offered Securities include Partnership Securities that such Person or Persons shall be required to enter into a subscription agreement as the General Partner may require, and in such form as the General Partner may require and shall be required to execute a counterpart of this Agreement or otherwise in writing, agree to observe and be bound by this Agreement as a Limited Partner. If the issue of all of such Offered Securities to such Person or Persons is not completed by the Partnership within a period of 60 days after the expiration of the Offer Period, the General Partner shall be required, before issuing such Offered Securities, to deliver an Offering Notice to the Limited Partners and otherwise comply with the provisions of this Section 3.6. (g) The provisions of this Section 3.6 shall not be applicable to Offered Securities issued: (i) to Persons pursuant to the Long Term Incentive Plan in accordance with Section 3.11; or (ii) on conversion or. exchange of any outstanding convertible or exchangeable Partnership Securities issued in accordance with the provisions of this Agreement; or (iii) as all or partial consideration for the acquisition by the Partnership of an interest in any Person engaged in a Permitted Business. 3.7 Withdrawal as a Limited Partner A Limited Partner may only withdraw from the Partnership by transferring, assigning or disposing of its Units in accordance with the provisions of this Agreement or by the Partnership entering into an agreement with the Limited Partner for the repurchase of its Units as provided herein. 3.8 Transfer of Units (a) No Transfer without Consent. A Limited Partner may not Transfer any Unit without the prior written consent of the General Partner; provided, however, that, a Limited Partner may Transfer any or all of its Units to one or more Affiliated Entities of such Limited Partner without the consent of the General Partner,

38 -14- provided the provisions of Section 3.8(b)(ii) to 3.8(b)(vii) have been satisfied and the transferee of such Units shall be liable for all obligations in respect thereof incurred by the transferor pursuant to this Agreement at any time prior to such transfer becoming effective. (b) Requirements to Transfer. Other than as provided in this Section 3.8, no Unit may be Transferred except in conformity with the following provisions: (i) (ii) (iii) (iv) (v) (vi) (vii) the prior written consent of the General Partner must have been obtained pursuant to paragraph (a) above if required by such paragraph (a); the Limited Partner shall notify the General Partner of the proposed Transfer and the identity of the transferee and shall provide the General Partner with such other information relating to the Transfer as the General Partner may reasonably request; a Unit is not transferable in part, and a Limited Partner may Transfer only all or part of such Limited Partner's Units by delivering to the General Partner a Transfer Form duly completed and executed by both parties to such Transfer; the transferee shall have executed a Transfer Form agreeing to be bound by the terms hereof and to make all of the representations and warranties, covenants and acknowledgements of a Limited Partner pursuant to this Agreement and to grant the power of attorney provided for in Section 10.1; the Transfer shall be effective and the transferee shall become a Limited Partner on the later of (A) the day on which the Transfer Form, duly completed and executed by the transferor and transferee, is accepted by the General Partner and (B) the day that the Register maintained by the General Partner pursuant to the provisions hereof is updated by the General Partner to show the transferee as a Limited Partner and the General Partner has filed an amendment to the Declaration; no Transfer of Units shall be accepted by the General Partner after the sending of the notice of dissolution provided for in Section 12.3; and the General Partner may deny any Transfer of Units if the General Partner has reason to believe that the Transfer is not being made in compliance with this Agreement or Applicable Laws (including applicable securities laws). Any other purported Transfer of Units shall be null and void and the General Partner shall refuse to register any such Transfer on the Register and other books and records of the Partnership.

39 -15- (c) Prohibited Transfers. (i) (ii) (iii) No Transfer of any Unit, whether voluntary or involuntary, shall be valid or effective unless the General Partner determines, after consulting with legal counsel acting for the Partnership, that such Transfer will be to a Canadian resident or "Canadian partnership" and will not violate or be inconsistent with any representation or warranty made by the transferring Limited Partner at the time the Limited Partner subscribed to purchase a Unit. No Transfer of Units may be made or will be recognized. or entered into the Register after the sending of the notice of dissolution provided for in Section No transfer of Units may be made or will be effective to a Person or entity an interest in which is a "tax shelter investment" for purposes of section of the ITA. (d) (e) Units Subject to Trust or Pledge. The General Partner shall not be bound to see to the execution of any trust, express, implied or constructive, or of any charge, pledge or equity to which any of the Units or any interests therein are subject, to ascertain or inquire whether any Transfer of any such Units or interest therein by a Limited Partner or his personal representatives is authorized by such trust, charge, pledge or equity or to recognize any Person having any interest therein except for the Person recorded as such Limited Partner. No Transfer shall relieve the transferor from any obligations to the Partnership incurred prior to the transfer becoming effective. Transfer by Operation of Law. Where a Person becomes entitled to any Unit on the incapacity, death or bankruptcy of a Limited Partner, or otherwise by operation of law, in addition to the requirements of Section 3.8(b), such entitlement shall not be recognized or entered in the Register evidencing ownership of the Units until that Person: (i) (ii) (iii) has produced evidence satisfactory to the General Partner that it is a Canadian resident or "Canadian partnership"; has produced evidence satisfactory to the General Partner of such entitlement; and has acknowledged in writing that such Person is bound by the terms of this Agreement. 3.9 Deemed Withdrawal (a) A Partner shall be deemed to have withdrawn from the Partnership effective immediately prior to such Partner ceasing to be not a "non-resident" of Canada for the purposes of the ITA, without any further act or formality.

40 -16- (b) (c) (d) Immediately prior to such Partner (the "Selling Partner") becoming a "nonresident" of Canada for the purposes of the ITA, the Units held by such Selling Partner shall be deemed to have been redeemed for a redemption price per Unit equal to seventy-five (75%) percent of the then Fair Market Value of such Units. The purchase price for the Units to be redeemed pursuant to Section 3.9(a) shall be paid in full by the issuance by the Partnership to the Selling Partner of an interest bearing promissory note payable in four annual equal instalments of principal and accrued interest on each anniversary date of the date of issuance with interest calculated at the Prime Rate plus one (1 %) percent. The fair market value ( "Fair Market Value") of Units to be purchased pursuant to this Section 3.9 shall be determined as at the relevant date as follows: (i) (ii) (iii) (iv) (v) firstly, by the determination of the General Partner, in its sole discretion, which determination shall be made, and notice thereof delivered to the Selling Partner, within 30 days after the date on which the Selling Partner has been deemed to have withdrawn from the Partnership pursuant to Section 3.9(a); secondly, in the event that the relevant Selling Partner does not agree with the determination of fair market value made pursuant to Section 3.9(d)(i), by written agreement of the General Partner and the Selling Partner within 20 days after receipt of notice delivered to the Selling Partner pursuant to 3.9(d)(i); thirdly, failing the final determination of the Fair Market Value pursuant to Sections 3.9(d)(i) or 3.9(d)(ii) above, by an independent and qualified valuator selected by the Auditor, which valuator shall render the decision within 30 days of its appointment; the independent and qualified valuator shall apply such valuation approaches and techniques as the valuator considers to be appropriate under the circumstances; and the Selling Partner shall bear the costs of the valuator Certificates (a) Upon the acceptance by the General Partner of a subscription for Units, the General Partner will cause the name of the Limited Partner to be entered on the Register as a Limited Partner, will deliver to the Limited Partner a Unit Certificate specifying the number of Units represented thereby, and will file or amend or cause to be filed or amended such other documents and instruments as may be required to be filed or amended under the Act or legislation similar to the Act, in other provinces or territories, as required to afford limited liability to the Limited Partners so admitted to the greatest extent practicable.

41 -17- (b) (c) (d) Upon the acceptance by the General Partner of a Transfer of the GP Unit, the General Partner will cause the name of the new General Partner to be entered on the Register as a General Partner, will deliver to the new General Partner a Unit Certificate specifying the number of GP Units represented thereby, and will file or amend or cause to be filed or amended such other documents and instruments as may be required to be filed or amended under the Act or legislation similar to the Act, in other provinces or territories, as required to afford limited liability to the Limited Partners to the greatest extent practicable. Every Unit Certificate must be manually signed or countersigned by at least one officer or director of the General Partner and, if a transfer agent has been appointed, the transfer agent appointed by it (in the event that a transfer agent signs, the signature of the General Partner may be mechanically or otherwise reproduced), but the validity of a Unit Certificate will not be affected by the circumstance that a Person whose signature is so reproduced is deceased or no longer holds the office which he or she held when the reproduction of his or her signature in that office was authorized. Where a Person claims that a Unit Certificate representing a Partnership Security recorded in the name of a Partner has been defaced, lost, destroyed or wrongly taken, the General Partner may cause a replacement Unit Certificate to be issued in substitution for such Unit Certificate if such Person files with the General Partner an agreement in a form satisfactory to the General Partner indemnifying and holding harmless the Partnership from any costs, damages, liabilities or expenses suffered or incurred as a result of or arising out of issuing such new Unit Certificate and satisfies such other reasonable requirements as are imposed by the General Partner Issuances of Units Under Long Term Incentive Plan Notwithstanding any other provision in this Agreement (but subject to the approval right of Limited Partners set out in Section 7.16(a)(viii)), no approval of any Limited Partner shall be required for the issuance by the General Partner of Partnership Securities (and the admittance by the General Partner of Limited Partners in connection therewith) provided such issuance of Partnership Securities is made pursuant to the Long Term Incentive Plan Securities Transfer Act The Units shall be, for all purposes of the Partnership and this Agreement, personal and moveable property, and each of the Units shall be designated a "security" for the purposes of the Securities Transfer Act, 2006 (Ontario) and any other similar legislation in Canada.

42 Separate Capital Accounts ARTICLE 4 CAPITAL ACCOUNTS The General Partner shall maintain a separate capital account for each Partner and shall, on receipt of an amount in respect of a subscription of Partnership Securities by a Partner, credit the capital account of such Partner with such amount. Subject to the terms of this Agreement, the General Partner shall also credit to the capital account of each Partner the amount of all income and gains of the Partnership allocated to such Partner and shall debit the capital account of such Partner with the amount of all expenses and losses of the Partnership allocated to such Partner and the amount of any funds distributed from time to time by the Partnership to the Partner. No Partner that is a limited partner pursuant to the Act shall be responsible for any losses of any other Partner, or share in the income or, if applicable, allocation of tax deductible expenses attributable to any other Partner. 4.2 Interest on Capital Contributions No Partner shall be entitled to interest on the amount of its capital contribution to the Partnership. 4.3 Effective Date The rights and obligations of a Person as a Limited Partner under this Agreement commence and are enforceable by and upon the Limited Partner as between the Limited Partner and the other Partners from the date on which the Register is amended, as required under the Act, adding such Limited Partner as a Limited Partner of the Partnership. 4.4 Register of Limited Partners The General Partner shall maintain at the Partnership's principal place of business, or at any place designated by the General Partner, a current Register stating for each Limited Partner the Limited Partner's name, address and the number of Units held by it. ARTICLE 5 THE LIMITED PARTNERS 5.1 Representations, Warranties and Covenants of the Limited Partners Each Partner severally represents, warrants, covenants and agrees with each other Partner that such Partner: (a) (b) if an individual, has obtained the age of majority and has the legal capacity and competence to enter into this Agreement and to take all actions required pursuant thereto and hereto; if a partnership or trust, is formed and validly subsisting under the laws of its jurisdiction of formation;

43 -19- (c) if a corporation, is a corporation incorporated and validly subsisting under the laws of its jurisdiction of incorporation, continuance or amalgamation, as the case may be; (d) has and will continue to have the capacity and the necessary authority (corporate, partnership, trust or otherwise), to act as a limited partner under this Agreement, to enter into this Agreement, and to perform its obligations hereunder, and such obligations; (i) (ii) do not and will not conflict with, nor do they or will they result in a breach of, any of the constating documents or by-laws of such Partner, or resolutions of its directors, shareholders, trustees or beneficiaries, as applicable, or any agreement by which it is bound and, in the case of any Partner that is itself a partnership, any resolutions of the directors or shareholders of its general partner or partners or any agreement by which its general partner or partners are bound or its respective partnership agreement, and do not and will not require the approval or consent of, or any notice to or filing with, any Governmental Authority, other than those which have been obtained; (e) has taken all necessary corporate, partnership or trust action to authorize the execution, delivery and performance of this Agreement, has executed and delivered this Agreement, and this Agreement constitutes a valid and binding obligation of such Partner, enforceable against such Partner in accordance with the terms of this Agreement subject to: (i) (ii) bankruptcy, insolvency, moratorium, reorganization and other laws relative to or affecting the enforcement of creditors' rights generally; and the fact that equitable remedies, including remedies for specific performance and injunction may only be granted in the discretion of the court; (fl requires no authorization, consent or approval of, or filing with or notice to, any Person in connection with the execution, delivery or performance of this Agreement by such Partner, other than those which have been obtained; (g) (h) (i) is not relying on any representation or warranty made in any document (other than the subscription agreement, if any, entered into by such Partner in connection herewith) or otherwise in connection with the purchase of any Units; has reviewed this Agreement, and, in particular, the representations, warranties and indemnities that it is making or giving herein; is not anon-resident in Canada within the meaning of the ITA or, if such Partner is a partnership, is a Canadian partnership within the meaning of the ITA;

44 -20- (j) (k) has not financed its acquisition of Units with indebtedness for which recourse is limited or that otherwise constitutes a "limited recourse amount" for purposes of section of the ITA; is not a Person or entity an interest in which is a "tax shelter investment" for purposes of section of ITA; and (1) will, on the request of the General Partner from time to time, immediately execute any documents or instruments considered by the General Partner to be necessary to comply with the terms of this Agreement or with any Applicable Law, for the continuation, operation or good standing of the Partnership or in connection with the qualification of the Partnership to carry on its activities or own its assets and undertaking, including the sale of Units to the Partner. 5.2 Survival or Representations, Warranties and Covenants Each Limited Partner agrees that the representations, warranties and covenants made by it in Section 5.1 are true and correct as of the date hereof and that they shall survive execution of this Agreement and each Limited Partner covenants and agrees to ensure that each of its representations, warranties and covenants in Section 5.1 remains true so long as such Limited Partner remains a Limited Partner. 5.3 Management and Control Other than as permitted under the Act, no Limited Partner shall take part in the management or control of the Business or transact any business for the Partnership, nor shall it have the power to act for or bind the Partnership, with such powers being vested solely and exclusively in the General Partner. For more certainty and without limiting the foregoing, no Limited Partner shall: (a) (b) (c) hold itself out as having the power or authority to bind the Partnership or the General Partner as such; have any authority to undertake any obligation or responsibility on behalf of the Partnership; or bring any action for partition or sale in connection with any assets of the Partnership, whether real or personal. 5.4 Limited Liability Subject to the Act and any other specific assumption of liability, the liability of a Limited Partner for the debts, liabilities and obligations of the Partnership is limited to the amount of the capital contributed or agreed to be contributed to the Partnership by it, as the case may be, and the Limited Partner's share of the undistributed income of the Partnership as hereinafter set out.

45 Indemnification by Limited Partners Notwithstanding any other provision of this Agreement, each Limited Partner (in each case, a "Breaching Limited Partner") agrees that it shall be strictly liable for, and shall indemnify and hold harmless and reimburse out of its assets each other Partner and its Affiliated Entities and each of their respective officers, directors, agents, members, shareholders, partners and employees from all Losses (excluding Losses related to lost profit and indirect or consequential damages) sustained or incurred in connection with or arising as a result of the incorrectness of any representation or the breach of any warranty of such Breaching Limited Partner contained in this Agreement. ARTICLE 6 MANAGEMENT OF THE PARTNERSHIP 6.1 Representations, Warranties and Covenants of the General Partner The General Partner represents, warrants, covenants and agrees with each Limited Partner that the General Partner: (a) (b) is a corporation formed pursuant to the laws of the Province of Ontario and is validly subsisting under such laws; is not a "non-resident" of Canada for the purposes of the ITA; (c) has and will continue to have the capacity and corporate authority to act as the general partner of the Partnership and to perform its obligations under this Agreement, and such obligations: (i) (ii) do not and will not conflict with, nor do they or will they result in a breach of, any of its constating documents or resolutions of its directors or its shareholders, or any agreement by which it is bound; and do not require the approval or consent of, or any notice to or filing with, any Governmental Authority, other than those which have been obtained; (d) has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, has executed and delivered this Agreement and this Agreement constitutes a valid and binding obligation of the General Partner, enforceable against the General Partner in accordance with terms of this Agreement subject to: (i) (ii) bankruptcy, insolvency, moratorium, reorganization and other laws relative to or affecting the enforcement of creditors' rights generally; and the fact that equitable remedies, including the remedies of specific performance and injunction may only be granted in the discretion of the court;

46 -22- (e) requires no authorization, consent or approval of, or filing with or notice to, any Person in connection with the execution, delivery or performance of this Agreement by the General Partner; (fl holds and shall maintain the registrations necessary for the conduct of its business and has and shall continue to have all licences and permits necessary to carry on its business as the general partner of the Partnership in all jurisdictions where the activities of the Partnership require such licensing or other form of registration of the General Partner; (g) (h) will devote as much time as is reasonably necessary for the conduct and prudent management of the business and affairs of the Partnership; and shall take all reasonable action to qualify, continue and keep in good standing the Partnership as a limited partnership and to maintain the limited liability of each Limited Partner in each jurisdiction where the Partnership may carry on business or own or lease property and shall not take or permit any action which could reasonably by expected to jeopardize the limited liability of the Limited Partners. 6.2 Survival of Representations, Warranties and Covenants The General Partner agrees that the representations, warranties and covenants made by it in Section 6.1 are true and correct as of the date hereof and that they shall survive execution of this Agreement and covenants and agrees to ensure that each of its representations, warranties and covenants in Section 6.1 remains true so long as it remains the General Partner. 6.3 Management of the Partnership (a) (b) (c) The General Partner shall have the exclusive authority to manage, control, administer and operate the Business and affairs of the Partnership and, subject to the provisions of this Agreement, to make all decisions in connection therewith. Pursuant to the foregoing, the General Partner shall have all of the rights and powers of a general partner as provided in Article 6, in the Act and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and shall serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no Person shall be required to inquire into the authority of the General Partner to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively upon the representation of the General Partner that it has the requisite authority. The General Partner may delegate to a duly appointed agent such of the management and administrative functions required to be performed by the General Partner pursuant to this Article 6 as the General Partner may in its sole discretion determine. Any such delegation shall not relieve the Creneral Partner of its obligations under this Agreement.

47 Authority of General Partner Subject to any provision of this Agreement requiring approval of the Limited Partners or any one of them, the General Partner is hereby granted the right, power and authority to do for and on behalf of and in the name of the Partnership and at the cost, risk and expense of the Partnership all things which, in its sole judgement and discretion, are necessary, proper or desirable to carry on the Business and the purposes of the Partnership, including the right, power and authority: (a) (b) (c) (d) (e) (fl (g) (h) (i) (j) to lend Partnership assets in such amounts, at such times, to such Persons and on such terms and conditions as the General Partner may determine, and thereafter to assign any such loan to any Person on such terms and conditions as the General Partner may determine; to solicit and enter into service and other agreements with such Persons and on such terms and conditions as the General Partner may determine; to form partnerships with any Person, to incorporate corporations and subscribe for and hold shares and debt therein, and to make acquisitions of or acquire an interest in any Person in furtherance of the Business, all on such terms and conditions as the General Partner may determine; to incur expenditures in respect of the Partnership; to employ on behalf of the Partnership and dismiss from employment any and all employees, agents, independent contractors, brokers, solicitors, accountants and other professionals; to commence, defend or settle on behalf of the Partnership any and all actions and other proceedings pertaining to the Partnership or any asset of the Partnership; to create, by grant or otherwise, easements and servitudes; to open and maintain bank accounts for the Partnership (but only in the name of the Partnership) and to designate and from time to time change the signatories to such accounts; without limiting any other provision of this Agreement, to borrow money for the Business and from time to time, without limit as to the amount, to draw, make, execute and issue promissory notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment of the sums so borrowed and to mortgage, pledge, charge, assign and hypothecate, or to assign in trust all or any part of or any interest in the undertaking, property or assets of the Partnership or to assign any money owing or to be owing to the Partnership and to engage in any other means of financing; to generally do all things and take all steps in connection with the assets of the Partnership which would be customarily carried out by a reasonable Person engaged in similar activities to the activities of the Partnership; DM TOR/ / A

48 -24- (k) to invest funds not immediately required for the Business in such investments and securities and otherwise in such manner as the General Partner may in its discretion determine; (1) to determine the amount and type of insurance coverage to be maintained in order to protect the undertaking, property and assets of the Partnership from all usual perils of the type covered in respect of comparable properties and business and in order to comply with requirements of the lenders of funds to the Partnership; (m) (n) (o) (p) to determine the amount, if any, to be claimed by the Partnership in any year in respect of all costs of services incurred by the Partnership; to possess and exercise, as may be required, all of the rights and powers of a general partner and more particularly provided in the Act; to establish the Long Term Incentive Plan and to make any amendments thereto (subject to Section 7.16(a)(viii)); and to execute, acknowledge and deliver any and all deeds, documents and instruments and to do or cause to be done all things necessary or desirable to effect any and all of the foregoing or otherwise to carry on the Business of the Partnership and to carry out the intended purposes of this Agreement, including retaining qualified agents to carry out any of the foregoing. 6.5 Services of General Partner The General Partner hereby agrees that, as part of its obligations herein to manage and operate the Business and the assets and the undertakings of the Partnership, the General Partner may provide the services of such of its employees and/or retain the services of such third party advisors, managers and service providers as are necessary or desirable in order to permit the Business to be carried on in a reasonable and prudent manner and in accordance with the duty of care set forth in Section Reimbursement of Expenses (a) (b) The General Partner is authorized to incur and pay in the name of the Partnership all expenses incurred directly for andlor on behalf of the Partnership that it deems necessary or advisable. The Partnership will reimburse the General Partner for all such costs and expenses incurred by the General Partner on behalf of the Partnership (which costs and expenses shall be the Partnership's responsibility) (collectively, "General Partner Expenses"). It is further agreed with respect to any General Partner Expenses to be incurred, that the General Partner shall have the right to require the Partnership to pay such General Partner Expenses to the appropriate recipient, directly out of the Partnership's own bank account.

49 Duty of Care The General Partner shall exercise its powers and discharge its duties and obligations under this Agreement honestly, in good faith and in the best interests of the Partnership and will do or cause to be done in a prudent and reasonable manner any and all acts necessary, appropriate or incidental to the Business and in connection therewith, shall manage, control, administer, conduct and operate the Partnership and the assets and undertaking thereof with the degree of care, diligence and skill that a reasonably prudent person experienced in the Business would exercise in comparable situations. 6.8 Liability of General Partner The General Partner shall have unlimited liability for the debts, liabilities and obligations of the Partnership; provided, however, that neither the General Partner nor any of its officers, directors, employees or agents shall be liable, responsible or accountable in damages or otherwise to the Partnership or any other Partner for any action taken or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law unless such action or omission was performed or omitted fraudulently or constituted wilful misconduct or gross negligence or was in violation of Applicable Law or its obligations under this Agreement. 6.9 Indemnification of the General Partner The General Partner and its officers, directors, employees and agents shall be indemnified and held harmless out of the assets of the Partnership from any Losses incurred or suffered by the General Partner or its officers, directors, employees or agents by reason of any act performed or omitted to be performed by them in connection with the business of the Partnership, including legal fees incurred by them in connection with the defence of any claim or action based on any such act or omission, which legal fees may be paid as incurred, except to the extent indemnification is prohibited by law. All judgments or other assessments against the Partnership wherein the General Partner or its officers, directors, employees or agents are entitled to indemnification pursuant to this Section shall be first satisfied from Partnership assets before the General Partner or its officers, directors, employees or agents, as the case may be, shall be required to satisfy such liability or obligation. The indemnification contained in this Section shall be recoverable only out of Partnership assets and not from the Limited Partners. Any indemnification required herein to be made by the Partnership shall be made promptly following the fixing of the Loss incurred or suffered by a final judgment of any court, settlement, contract or otherwise. The General Partner and its officers, directors, employees and agents shall be entitled to the foregoing indemnification provided that such Person whose action or omission to act caused the Loss incurred or suffered may receive indemnification or avoid liability by virtue of this Section unless such Person determined in good faith that such course of conduct was in the best interest of the Partnership and such course of conduct did not constitute fraud, gross negligence or misconduct. DM TOR/ / A

50 Limitation on Authority of General Partner Notwithstanding the general authority and powers granted to the General Partner hereunder and in addition to the approval rights otherwise provided to Limited Partners hereunder, the General Partner will not be entitled or empowered, without the approval of all of the Limited Partners: (a) (b) (c) (d) (e) to do any act in contravention of this Agreement, including any action which requires the approval of the Limited Partners pursuant to the terms of this Agreement; to do any act which makes it impossible to carry on the ~3usiness of the Partnership; to consent to any judgement entered into a court of competent jurisdiction against the Partnership; to possess property of the Partnership, or assign any rights in property of the Partnership, for other than a Partnership purpose; or to continue the Partnership if the General Partner is dissolved or the Partnership is otherwise terminated by operation of Applicable Law Annual Service Fee In consideration of the provision of Services, the Partnership shall pay the General Partner in respect of each GP Fiscal Year, an Annual Service Fee in an amount equal to the Net Overhead Costs for such GP Fiscal Year (the "Annual Service Fee"). The Annual Service Fee shall be estimated by the General Partner at the beginning of each Fiscal Year and paid in advance in 12 equal instalments (each, the "Estimated Monthly Instalment") on the first Business Day of each month, subject to the following adjustments: (a) (b) Within 45 days following the end of each month, the General Partner shall deliver to the Partnership a report (each a "Monthly Instalment Report") setting out the actual amount of the Net Overhead Costs (the "Actual Monthly IInstalment"). Within 10 days of the receipt of each Monthly Instalment Report, the Partnership shall pay the General Partner or the General Partner shall reimburse the Partnership, as appropriate, an amount equal to the difference between the Actual Monthly Instalment and the Estimated Monthly Instalment Sales Taxes All amounts payable by the Partnership to the General Partner pursuant to this Agreement do not include any value-added, sales, use, consumption, multi-staged, personal property, customs, excise, stamp, transfer, or similar taxes, duties, or charges, (collectively "Sales Taxes") and all Sales Tomes are the responsibility and for the account of the Partnership. If the General Partner is required by law or by administration thereof to collect any applicable Sales Taxes from the Partnership, the Partnership shall pay such Sales Taxes to the General Partner.

51 Calling of Meetings ARTICLE 7 MEETINGS OF THE LIMITED PARTNERSHIP (a) (b) The General Partner may at any time and shall, upon the written request of Limited Partners representing twenty-five (25%) percent or more of the Units then outstanding requesting a meeting, for any purpose, and stating such purpose for which the meeting is to be held, call a meeting. If the General Partner fails or neglects to call such a meeting within thirty (30) days after receipt of the written request, any Limited Partner who was a party to the written request may call the meeting. Unless the Limited Partners otherwise resolve at a meeting held pursuant to this Section, the Partnership shall be responsible for all costs and expenses associated with a meeting held pursuant to this Section. 7.2 Place of Meeting All meetings of the Limited Partners shall be held in the City of Mississauga, Ontario or such other place in Canada as may be designated by the General Partner in its discretion from time to time. 7.3 Notice of Meeting Notice of any meeting of Limited Partners will be given to each Limited Partner not less than twenty (20) days (but not more than forty (40) days) prior to such meeting, and will state: (a) (b) the time, date and place of such meeting; and in general terms, the nature of the business to be transacted at such meeting in sufficient detail to permit a Limited Partner to make a reasoned decision thereon. Notice of an adjourned meeting of Limited Partners need not be given if the adjourned meeting is held within thirty (30) days of the original meeting date. Otherwise, but subject to Section 7.8 (Quorum), notice of adjourned meetings shall be given not less than ten (10) days in advance of the adjourned meeting and otherwise in accordance with this Section, except that the notice need not specify the nature of the business to be transacted if unchanged from the original meeting. The Limited Partners may waive the notice requirements of this Section, either before or after the meeting. An accidental omission in the giving of or the failure to give, a notice will not invalidate or in any way affect the legality of any meeting in respect of which such notice was or was intended to be given. 7.4 Record Dates For the purpose of determining the Limited Partners who are entitled to vote or act at any meeting of Limited Partners or any adjournment thereof, or for the purpose of any other action,

52 -28- the General Partner may give a date not more than thirty (30) days prior to t:he date of any meeting of Limited Partners or other action as a record date for the determination of Limited Partners entitled to vote at such meeting or any adjournment thereof or to be treated as Limited Partners of record for purposes of such other action. A Person shall be a Limited Partner of record at the relevant time if the Person's name appears in the Register as amended and supplemented at such time. 7.5 Attendance of Others Any officer or director of the General Partner, legal counsel for the General Partner and the Partnership and representatives of the auditors or accountants of the Partnership will be entitled to attend any meeting of Limited Partners. The General Partner has the right to authorize the presence of any Person at a meeting regardless of whether the Person is a Limited Partner. With the approval of the General Partner, that Person is entitled to address the meeting. 7.6 Corporations A Partner which is a corporation may appoint, under seal or otherwise, an officer, director or other duly authorised person as its representative to attend, vote and act on its behalf at a meeting of the Limited Partners. 7.7 Chair The General Partner may nominate an individual (including an officer, director or shareholder of the General Partner and who need not be a Limited Partner) to be chair of a meeting of the Limited Partners and the person nominated by the General Partner will be chair of such meeting unless the Limited Partners elect a chair by Ordinary Resolution. 7.8 Quorum A quorum at any meeting of Limited Partners will consist of one Limited Partner or if there is more than one Limited Partner, at least two Limited Partners, present in person or by proxy holding at least fifty-one (51 %) percent of the outstanding Units. If, within half an hour after the time fixed for the holding of such meeting, a quorum for the meeting is not present, the meeting will be held at the same time and place on the day that is ten (10) days later (or if that date is not a Business Day, the first Business Day after that date). At such meeting the quorum will consist of the Limited Partners then present in person or represented by proxy. 7.9 Voting Each question submitted to a meeting: (a) (b) which requires a Special Resolution or an Extraordinary Resolution under this Agreement will be decided by a poll; and which does not require a Special Resolution or an Extraordinary Resolution will, other than as otherwise provided in this Agreement, be decided by Ordinary Resolution on a show of hands unless a poll is demanded by a Partner, in which

53 -29- case a poll will be taken. The chair will be entitled to vote in respect of any Units held by him or for which he may be a proxyholder. On any vote at a meeting of Limited Partners, a declaration of the chair concerning the result of the vote will be conclusive, absent manifest error. Subject as hereinafter provided, on a poll, each Person present at the meeting will have one vote for each Unit in respect of which he is shown on the Register as a Limited Partner at the record date and for each Unit in respect of which he is the proxyholder. In the case of an equality of votes, the chair of the meeting will not have a second vote and the resolution will be deemed to be defeated Proxies Any Limited Partner entitled to vote at a meeting of Limited Partners may vote by one or more proxies (which may, for greater certainty, be voted differently from one another) provided that: (a) (b) (c) the form of proxy has been received by the General Partner or the chair of the meeting for verification prior to the commencement of the meeting; a proxy cannot represent a fraction of a Unit, and the Units represented by all proxies executed by a Limited Partner cannot aggregate more than the Units registered in the Limited Partner's name. In the event that the Units represented by all proxies executed by a Limited Partner in respect of a particular meeting aggregate more than the Units registered in the Limited Partner's name, then all the proxies executed by the Limited Partner in respect of such meeting shall be of no force or effect Execution of Proxies A proxy for a Limited Partner must be executed by the Limited Partner or its agent duly authorized in writing or, if the Limited Partner is a corporation, by an officer, director or agent thereof duly authorized Validity of Proxies The chair of the meeting shall determine the validity of all instruments of proxy to be utilized at such meeting. A proxy purporting to be executed by or on behalf of a Limited Partner shall be presumed valid unless challenged at the time of or before its exercise, and the Person challenging any such instrument shall have the burden of proving to the satisfaction of the chair of the meeting at which the instrument is proposed to be used that the instrument is invalid, and any decision of the chair of the meeting in respect of the validity of the instrument shall be final Revocation A vote cast in accordance with the terms of an instrument of proxy shall be valid notwithstanding the revocation of the proxy or transfer of the Unit or Units in respect of which the proxy was

54 -30- given, provided that no intimation in writing of such revocation or transfer shall have been received at the place of meeting prior to the time fixed for the holding of the meeting Poll A poll requested or required in accordance with this Agreement at a meeting of the Limited Partners will be taken immediately on request at the meeting or an adjournment of the meeting in such manner as the chair directs Powers of Limited Partners; Resolutions Binding The Limited Partners shall have only the powers set forth in this Agreement and any additional powers provided under the Act or by Applicable Law. Subject to the foregoing sentence, any resolution passed in accordance with this Agreement will be binding on all the Partners and their respective heirs, executors, administrators, successors and assigns, whether or not any such Partner was present in person or voted against any resolution so passed Powers Exercisable by Special Resolution and Extraordinary Resolution (a) In addition to all other powers conferred on the Limited Partners by this Agreement, but subject to Article 13, the following powers shall only be exercisable in accordance with the terms of a Special Resolution: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) the sale, exchange or other disposition of all or substantially all of the property of the Partnership; the merger, amalgamation, consolidation or reorganization of the Partnership into another entity; any amendment to this Agreement, except as expressly permitted in Section 13.1; the dissolution, termination, wind-up or other discontinuance of the Partnership, except in accordance with Article 12; any amendment, modification, alteration or repeal of any Special Resolution previously passed by the Limited Partners; the waiver of any default on the part of the General Partner on such terms as set forth in such Special Resolution and the release of the General Partner from any claims in respect thereof; a resolution requiring the General Partner on behalf of the Partnership to enforce any obligation or covenant on the part of any Limited Partner; or any amendment to the Long Term Incentive Plan, the effect of which would increase the ma~cimum number of Units permitted to be issued

55 -31- thereunder to a number that is greater than ten (10%) percent of the then outstanding Units. (b) In addition to all other powers conferred on them by this Agreement, but subject to Article 13, any modification or amendment of this Agreement in a manner which may reasonably be considered to have a materially adverse affect on the rights of the then existing Limited Partners shall only be effective if approved in accordance with the terms of an Extraordinary Resolution Minutes The General Partner will cause minutes to be kept of all proceedings and resolutions at every meeting of Limited Partners and will cause all such minutes and all resolutions of the Limited Partners consented to in writing to be made and entered into books to be kept for that purpose. Any minutes of a meeting signed by the chair of the meeting of Limited Partners will be deemed evidence of the matters stated in them, absent manifest error, and such meeting will be deemed to have been duly convened and held and all resolutions and proceedings shown in them will be deemed to have been duly passed and taken Written Resolutions Notwithstanding anything else contained herein, any resolutions to be passed hereunder shall be permitted to be passed by written resolution signed by the requisite number of Limited Partners, rather than at a meeting of Limited Partners Additional Rules and Procedures To the extent that the rules and procedures for the conduct of a meeting of the Limited Partners are not prescribed in this Agreement, the rules and procedures will be determined by the chair of the meeting. 8.1 Bank Accounts ARTICLE 8 BANKING, RECORDS, REPORTS AND REPORTING The General Partner shall be authorised to open and establish for and on behalf of the Partnership at banks or trust companies, such bank account or accounts (collectively, the "Partnership Bank Account") as may be necessary for the purposes of the Partnership. All such accounts shall be maintained in the name of the Partnership. The General Partner agrees that all monies received by it in respect of the Business shall be deposited by it into the Partnership Bank Account. All disbursements of the Business of the Partnership shall be made by cheque drawn against the Partnership Bank Account. The General Partner may invest any excess funds from time to time on deposit in the Partnership Bank Account as provided in Section 6.4(k).

56 Records and Books of Account The General Partner shall keep or cause to be kept proper and complete records and books of account in which shall be entered fully and accurately all transactions and other matters relative to the Business as are usually entered into records and books of account maintained by Persons engaged in a business of a like character. The Partnership books and records shall be prepared in accordance with GAAP. The books and records shall during normal business hours, upon reasonable notice provided to the General Partner, be open to the reasonable inspection and examination of each Limited Partner or its duly authorised representatives. 8.3 Units Register The General Partner for and on behalf of the Partnership shall prepare and maintain at the Partnership's principal place of business, or at any place designated by the General Partner, the Register in which it records the Units issued by the Partnership, showing with respect to such Units the names and addresses of the Persons who acquired such Units, the number of such Units held by such Person and the date and particulars of such acquisition. 8.4 Reporting Within 90 days after the end of each financial year of the Partnership, the General Partner shall furnish to the Limited Partners (a) financial statements of the Partnership as at the end of, and for, such fiscal year, together with a report of the Auditor thereon, (b) a complete statement of amounts paid during the year by the Partnership to the General Partner and its Affiliated Entities, (c) a report of distributions to Partners in respect of such fiscal year, and (d) all information in respect of the Partnership required for Limited Partners to file their respective income tax returns under the ITA. The General Partner shall file or cause to be filed, in a timely manner, on behalf of itself and the Partners, annual Partnership information returns and any other information required to be filed under the ITA and any other applicable tax legislation in respect of Partnership matters. 8.5 Accounting Policies The General Partner is authorized to establish from time to time accounting policies with respect to the financial statements of the Partnership and to change from time to time any policy that has been so established so long as such policies are consistent with the provisions of this Agreement and with GAAP. 8.6 Appointment of Auditor The General Partner will appoint an auditor on behalf of the Partnership (the "Auditor") to review and report to the Limited Partners upon the financial statements of the Partnership for and as at the end of each Fiscal Year, and to advise upon and make determinations with regard to financial questions relating to the Partnership or required by this Agreement to be determined by an auditor.

57 Determination of Income and Loss ARTICLE 9 ALLOCATIONS AND DISTRIBUTIONS (a) (b) The income or losses of the Partnership for accounting purposes for each financial period of the Partnership shall be determined by the General Partner in accordance with GAAP applied on a consistent basis from year to year. The income or losses of the Partnership for tax purposes for each financial period of the Partnership shall be determined by the General Partner. For tax purposes, the General Partner may adopt a method of accounting or may adopt a treatment of particular items which is different from the accounting treatment referred to in Section 9.1(a) and which the General Partner determines to be appropriate in the circumstances and in the best interests of the Partnership, provided that such method is not inconsistent with this Agreement. The General Partner shall have the right, in computing the income or loss of the Partnership for tax purposes to make and revoke such elections on behalf of the Partnership and the Partners as the General Partner deems to be appropriate in order to reflect the terms of this Agreement. 9.2 Allocation of Income or Loss for Accounting and Tax Purposes The net income of the Partnership for each Fiscal Year or for any other period shall be allocated among the Partners for accounting and tax purposes as follows: (a) one one-thousandth of one (0.001 %) percent to the General Partner attributable to the GP Unit, and (b) ninety-nine and nine hundred and ninety-nine one-thousandths of one (99.999%) percent to the Limited Partners, attributable to the Units, and with respect to the Limited Partners such allocated share of the income will be allocated to each Limited Partner at the end of such Fiscal Year or such other period in the proportion that the number of Units held at each of those dates by such Limited Partner is to the total number of Units issued and outstanding on each of those dates. In so allocating the net income or net loss, the General Partner shall act reasonably and fairly, taking into account the amount and timing of actual and anticipated distributions to each of the Partners, with a view to ensuring; that, over the term of the Partnership, each Partner is allocated a portion of the Partnership's net income that substantially corresponds to the income that is distributed to that Partner. The net loss of the Partnership for each Fiscal Year or for any other period shall be allocated among the Partners for accounting purposes as follows: (a) one one-thousandth of one (0.001 %) percent to the General Partner attributable to the GP Unit, and

58 -34- (b) ninety-nine and nine hundred and ninety-nine one-thousandths of one (99.999%) percent to the Limited Partners, attributable to the Units, and with respect to the Limited Partners such allocated share of the net loss will be allocated to each Limited Partner at the end of such Fiscal Year or such other period in the proportion that the number of Units held at each of those dates by such Limited Partner is to the total number of Units issued and outstanding on each of those dates. 9.3 Auditor's Determination Except with respect to matters as to which the General Partner is granted discretion under this Agreement, the opinion of the Auditor shall be final and binding with respect to all financial computations and determinations required to be made under this Agreement. 9.4 Payment of Adjustments If, as determined by the General Partner, it appears that any Partner has received an amount which is in excess of its entitlement hereunder, such Partner shall, within fifteen (15) days of receiving or being deemed to receive a notice from the General Partner disclosing the amount of the excess receipt and requesting repayment of such amount, reimburse the Partnership to the extent of such excess amount. 9.5 Distributions (a) (b) Distributions of Net Cash Flow. Subject to any reserve retained to cover any contractual or other obligation of the Partnership with respect to any subsequent period and subject to any other reserve retained for any purpose in the discretion of the General Partner, Net Cash Flow available for distribution, if any, may be distributed pro rata to all Partners in accordance with their respective holdings of Units determined at the date of such distribution at such time or times as the General Partner may determine, in its sole discretion (acting on the recommendation of the Chief Executive Officer of the General Partner and the approval of the directors of the General Partner). Distributions Following Disposition. Following the disposition or other realization by the Partnership of all or any portion of its investment in an Ornge Global Opco, the General Partner may distribute to the Partners, pro rata to all Partners in accordance with their respective holdings of Units determined at the date of such distribution as the General Partner may determine, in its sole discretion, taking into account, in the General Partner's reasonable discretion, tax consequences to the Partners of any such distribution, an amount equal to the amounts realized therefrom together with any dividend and interest income generated, or return of principal or capital, from that investment (to the extent not previously distributed) net of all costs and expenses relating to such disposition, any required tax liabilities of the Partnership and any amounts which, in the reasonable opinion of the General Partner, are required to meet the ongoing obligations (whether certain or contingent) of the Partnership. Any amounts