Landlord’s Waiver of Distraint

THIS AGREEMENT dated [Date (ie. July 31, 2002)]

B E T W E E N:

[NAME OF LANDLORD]

(the “Landlord”)

- and -

[NAME OF LENDER]

(the “Lender”)

WHEREAS:

(A) By a lease dated [Date of Lease] (the "Lease"), the Landlord leased to [Name of Tenant]
(the Tenant”) the premises located at [Municipal Address of Leased Premises] (the
"Leased Premises");

(B) The Tenant has applied to the Lender for a loan of $[Amount of Loan from Lender to
Tenant] (the "Loan") to be secured by a General Security Agreement to form a security
interest on all personal property including all chattels and fixtures of the Tenant; and

(C) A condition of the Lender making the Loan is the execution of this Agreement by the
Landlord;

NOW THEREFORE, in consideration of the granting of the loan by the Lender to the Tenant,
the Landlord represents, covenants and agrees with the Lender as follows:

1. The Landlord hereby represents and warrants that (i) the Lease is presently in good
standing, (ii) all payments under the Lease have been made to date, (iii) no modifications
have been made to the Lease to date, (iv) there are no existing defaults under the Lease,
and (v) the Lease is in full force and effect.

2. The Landlord specifically waives its right to distrain against the chattels and fixtures of
the Tenant in favor of any rights which the Lender may now or hereafter have with
respect to the chattels and fixtures of the Tenant and agrees to release all such chattels
and fixtures to the Lender in the event of default by the Tenant pursuant to the terms of
the Lease prior to the repayment by the Tenant of the Loan.

3. The Landlord agrees that as between the Landlord and the Lender fixtures installed by the
Tenant remain Tenant’s fixtures notwithstanding any contrary provision of the Lease.
 -2-

4. The Landlord agrees that in the event of a default under the Lease in respect of which the
Landlord intends to enforce remedies, the Landlord will, within fifteen (15) days of such
default and before taking any steps to enforce remedies, notify the Lender in writing of
the default. The Landlord will then permit the Lender a period of fifteen (15) days
following receipt of such notice to remedy the default, if the Lender so wishes. However,
the Landlord acknowledges that the Lender is under no obligation to the Landlord to
remedy the default.

5. The Landlord agrees that upon receiving notification from the Lender of default by the
Tenant under the Loan, the Landlord will permit the Lender and its representatives,
agents and employees to enter on the Leased Premises to remove any and all chattels and
fixtures of the Tenant, which have been given as security for the Loan.

6. The Landlord agrees not to accept a surrender of the Lease without the prior written
consent of the Lender.

IN WITNESS WHEREOF the Landlord has executed this Agreement on the day and year first
above written.

[NAME OF LANDLORD]

Per:
Name:
Title: