FEB 172015 Form 10 JUD.IgNTRE OF CALGARY

Court File Number 1501-3 CLERK OF THE COURT FILED FEB 172015 Form 10 JUD.IgNTRE OF CALGARY Court Judicial Centre Plaintiff Defendants Document Address for Service and Contact Information of Party Filing this Document COURT OF QUEEN S BENCH OF ALBERTA Calgary PRPZ INTERIM FINANCE B.V. CHESTERMERE LAND DEVELOPMENT LIMITED PARTNERSHIP and BF LAND DEVELOPMENT GENERAL PARTNER INCORPORATED STATEMENT OF CLAIM STIKEMAN ELLIOTT LLP Barristers & Solicitors 4300 Bankers Hall West, 888-3rd Street S.W., Calgary, Canada T2P 5C5 Attention: Geoffrey D. Holub gholub@stikeman.com Tel: (403) 266-9022 Fax: (403) 266-9000 NOTICE TO DEFENDANT You are being sued. You are a defendant. Go to the end of this document to see what you can do and when you must do it. The Parties 1. The Plaintiff, PRPZ Interim Finance B.V., formerly known as SNSPF Interim Finance B.V. (the Lender ), is a corporation duly incorporated by virtue of a deed of incorporation dated June 19, 1997, registered with the Chamber of Commerce in The Netherlands under no. 08073993, having its registered place of business at Graadt van Roggenweg 500, 3531 AH, Utrecht, The Netherlands. 2. The Respondent, Chestermere Land Development Limited Partnership ( Chestermere ), is a limited partnership created pursuant to the laws of the Province of Alberta, which acts through its general partner, BF Land Development General Partner Incorporated, formerly known as Homburg Centron LP Management Inc. ( BF, collectively with Chestermere, the Borrower ), a corporation incorporated

-2 pursuant to the laws of the Province of Alberta, also Respondent in the within proceedings. The Loan Agreement 3. On June 25, 2008, in order to fund the acquisition of certain lands and project interests, a loan agreement (the Initial Loan ) was entered into between the Lender and Chestermere, acting through BF, which agreement was subsequently amended pursuant to a First Amendment to Loan Agreement dated August 20, 2009 (the First Amending Agreement ), as well as pursuant to a Second Amendment to Loan Agreement dated on or about December 22, 2011 (the Second Amending Agreement, collectively with the Initial Loan and the First Amending Agreement, the Loan Agreement ). Pursuant to the Loan Agreement, the Lender made available to the Borrower a loan (the Loan ) on the terms and conditions set out in the Loan Agreement. 4. The Loan, in the amount of $94,183,070.54 as of December 1, 2011, was comprised of the aggregate amounts of a senior loan, Account No. 1451401, (the Senior Loan ), a junior loan, Account No. 1451402, (the Junior Loan ) and certain capitalized interest amounts. 5. Pursuant to the Loan Agreement, the interest rate from December 1, 2011 and continuing through until the final maturity date on the Junior Loan was to be 4.8%, and on the Senior Loan 3.5%, per annum. During the period commencing on December 1, 2011 and continuing through March 18, 2012, inclusive, interest was to accrue and be paid monthly on the 19th day of each month. During the period commencing on March 19, 2012 and continuing through the final maturity date, interest was to accrue and be paid quarterly on the 1st day of July, October, January and April of each year. 6. In addition, pursuant to the Loan Agreement, the maturity date of the Junior Loan was December 1, 2013 and the maturity date of the Senior Loan was December 1, 2014. The Lender s Security 7. As security for the payment of the amounts advanced pursuant to the Loan Agreement, the Borrower granted to the Lender, inter alia, the following security (collectively, the Security ): a) a General Security Agreement executed on June 25, 2008 by Chestermere, acting through its general partner, BF, and duly registered at the Personal Property Registry of Alberta under the registration number 08061834521 on June 18, 2008, as amended and renewed by registration numbers 08061930843, 11053009803 and 12071213864;

-3 b) a Mortgage of Land executed on June 25, 2008, by BF and duly registered on July 11, 2008 at the Alberta Land Titles Office under the registration number 081 244 296; and c) a Caveat re: Assignment of Rents and Leases executed on June 25, 2008 by BF and duly registered on July 11, 2008 at the Alberta Land Titles Office under the registration number 081 244 297. The Borrower s Defaults and the Demands for Repayment 8. On October 21, 2013, the Lender issued and delivered to the Borrower a Notice of Default in which the Borrower was advised that events of default had occurred under Sections 2.6(b) and 6.1 of the Loan Agreement, as a result of its failure to make several quarterly interest payments due thereunder, and was formally enjoined to remedy such defaults. 9. On December 19, 2014, the Lender, through its counsel, issued and delivered to each of Chestermere and BF the following notices (collectively, the Notices ): a) a Notice of Default in which the Borrower was advised that events of default had occurred under Section 2.6(a) of the Loan Agreement, as a result of its failure to repay the principal amount of the Senior Loan (as defined in the Loan Agreement) on December 1, 2014, being the maturity date set forth under Section 2.12 of the Second Amending Agreement; b) a Notice of Intention to Enforce Security pursuant to Section 244 of the Bankruptcy and Insolvency Act, RSC 1985 c B-3, as amended, in which the Borrower was formerly advised that, as a result of the continuing events of default under the Loan Agreement, the Lender intended to enforce its security on the property of the Borrower; and c) a demand for immediate payment of the total amount owed by the Borrower pursuant to the Loan Agreement including capital, interest, compound interest and fees. The Indebtedness 10. On or about December 2, 2011, the Borrower prepaid a portion of the Loan in the amount of $2,500,000.00. 11. On October 1, 2013, the principal amount of the Junior Loan was repaid. 12. The Lender has received additional payments in the amount of $4,415,179.00 from a third party guarantor, purportedly on account and in reduction of the principal amount of the Loan, which amounts are presently held in trust by Lender s counsel and have not been applied in reduction of the Indebtedness, pending the resolution of certain outstanding disputes between said third party guarantor and the Lender.

-4 13. The Lender has also received interest payments from certain third-parties that had provided Loan interest guarantees to the Lender with respect to the Loan. The Lender has instituted a separate action before this Honourable Court against one of the Loan interest guarantors in relation to unpaid portions of its Loan interest guarantee and reserves its right to continue and pursue, as appropriate, claims against any and all such guarantors. 14. As at the date hereof, however, the Borrower has failed to repay the outstanding indebtedness under the Loan Agreement (the Indebtedness ), including the principal amount of the Senior Loan, which Indebtedness, including capital, interest, compound interest and fees was as follows as at December 1, 2014: Description Amount Principal balance: $78,790,843.25 Interest: $2,716,500.48 Other fee: $42,944.98 Extension fee: $159,899.35 Exit fee: $388,000.00 Bank charges: $45.00 Total: $82,048,233.06 Procedural Issues 15. It is submitted that the Lender s claim raises no triable issues and any defence would be without merit. Accordingly, no trial will be necessary and in the event a defence is submitted by the Borrower, the Lender will request an order for summary judgment. 16. In the event that a trial is ordered necessary, the Lender proposes that the trial of this action be held at the Courts Centre, in the City of Calgary, in the Province of Alberta. Remedy Sought 17. The Lender seeks the following remedies against the Borrower: a) A declaration that the Borrower is in default under the Loan Agreement, the Security, and its payment of the Indebtedness to the Lender; b) A declaration as to the amounts owing to the Lender by the Borrower and judgment in the amount found to be owing;

-5 c) A declaration that the Security held by the Lender against the Borrower is enforceable and that the Security constitutes valid and enforceable security in accordance with the terms thereof; d) An order for the appointment of a receiver over all of the assets, undertakings and property of each Borrower or such assets, undertakings and property as the Lender may direct and deem appropriate from time to time; e) Interest in accordance with the terms of the Loan Agreement and the Security, or, alternately pursuant to the provisions of the Judgment Interest Act, RSA 2000, c J-8; f) Costs on a solicitor and his own client basis in accordance with the terms of the Loan Agreement and Security, or, alternately, on a party and party scale; and g) Such further and other relief as this Honourable Court may deem just and appropriate. NOTICE TO THE DEFENDANT You only have a short time to do something to defend yourself against this claim: 20 days if you are served in Alberta 1 month if you are served outside Alberta but in Canada 2 months if you are served outside Canada. You can respond by filing a statement of defence or a demand for notice in the office of the clerk of the Court of Queen s Bench at Calgary, Alberta, AND by serving your statement of defence or a demand for notice on the plaintiff(s) address for service. WARNING If you do not file and serve a statement of defence or a demand for notice within your time period, you risk losing the law suit automatically. If you do not file, or do not serve, or are late in doing either of these things, a court may give a judgment to the plaintiff(s) against you.