Adjournment

CONSENT AND PRIORITY AGREEMENT

Bylaw No. 2145

BETWEEN:

• THE CITY OF LANGFORD
  (the “Subsequent Chargee”)

• THE TORONTO-DOMINION BANK
  (the “Prior Chargee”)

WHEREAS:

A.
1326349 B.C. Ltd. (the “Transferor”) is the owner of that parcel of land and premises located in the City of Langford and legally described in Item 2 of the Form C attached hereto (the “Lands”);

B.
The Transferor (or his predecessor in title) granted the Prior Chargee a Mortgage which is registered against the title to the Land in the Victoria Land Title Office under number CB427340 and an Assignment of Rents which is registered against title to the Land under number CB427341 (collectively, the “Prior Charge”);

NOW THEREFORE in consideration of the sum of One ($1.00) Dollar now paid by the Subsequent Chargee to the Prior Chargee, the receipt and sufficiency of which are hereby acknowledged, the Prior Chargee does hereby grant to the Subsequent Chargee priority over the Prior Charge and the Prior Chargee hereby covenants and agrees to subordinate and postpone all its right, title and interest in and to the Land with the intent and with the effect that the interest of the Subsequent Chargee shall rank ahead of the Prior Charge as though the Subsequent Charge had been executed, delivered and registered in time prior to the registration of the Prior Charge.

As evidence of its agreement to be bound by the terms of this instrument, the Prior Chargee hereto has executed the Land Title Act Form D which is attached hereto and forms part of this Agreement.

END OF DOCUMENT