Saskatchewan Treaty Land Entitlement Framework Agreement

ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.01 Definitions 1.02 Schedules 1.03 Appendices

ARTICLE 2 LAND QUANTUM 2.01 Adjusted Date of First Survey Population 2.02 Equity Quantum 2.03 Pre-1956 Reserves 2.04 Post-1955 Reserves 2.05 Current Population 2.06 Shortfall Acres 2.07 Saskatchewan Formula Quantum

ARTICLE 3 ENTITLEMENT MONIES 3.01 Equity Payment 3.02 Minerals Payment 3.03 Honour Payment 3.04 Payment To Entitlement Band Trust Accounts 3.05 Treaty Land Entitlement Trust 3.06 Effect of Failure to Ratify Band Specific Agreement 3.07 Saskatchewan's Payments To The Treaty Land Entitlement (Saskatchewan) Fund 3.08 Canada's Payments To The Treaty Land Entitlement (Saskatchewan) Fund 3.09 Disposition Of Interest Earned In Treaty Land Entitlement Fund 3.10 Status Of Certain Monies 3.11 Potential Cessation Of Saskatchewan's Payments 3.12 Interest On Arrears 3.13 No Joint Obligation To Pay 3.14 Conditions Precedent And Mandatory Trust Principles -iii-

ARTICLE 4 LAND ACQUISITION 4.01 Purpose Of Entitlement Monies 4.02 Limitations On Use Of Trust Monies 4.03 Upper Limit On Purchase Price Of Land 4.04 Deemed Purchase Expenditures 4.05 Principle Underlying Sale Of Crown Lands 4.06 Sale Of Crown Land 4.07 Restriction On The Sale Of Certain Provincial Crown Land 4.08 Consent Of Occupants Of Crown Land 4.09 Sale Of Northern Crown Land 4.10 Northern Land And Improvements 4.11 Lands To Be Purchased By The Onion Lake Band 4.12 Continuation Of Freeze Policy 4.13 Assistance With Certain Financial Arrangements

ARTICLE 5 MINERALS 5.01 Shortfall Acres To Include All Minerals 5.02 Land Exceeding Shortfall Acres 5.03 Certain Crown Owned Minerals 5.04 Transfer Of Certain Minerals By Saskatchewan And Canada Without Compensation 5.05 Surface Access 5.06 Valuation Of Minerals 5.07 Non-Consent Of a Disposition Holder 5.08 Transfer Of Provincial Crown Minerals In Certain Circumstances 5.09 Existing Surface Or Mineral Leases 5.10 Joint Production. Agreements 5.11 Oil and Gas/Mining 5.12 Purchase Of Freehold and Federal Crown Minerals Only

ARTICLE 6 WATER 6.01 Wholly Enclosed Waterbodies 6.02 Transfer Of Beds and Shores In Certain Circumstances 6.03 Reserve Boundaries 6.04 Riparian Rights -iv- 6.05 Non-Enforcement Of Riparian Rights In Certain Cases 6.06 Environmental Assessments and Consideration Of Indian Use 6.07 Agreement Amongst Parties 6.08 Co-Management Agreement 6.09 Co-Management Board 6.10 Minister's Consent May Be Required 6.11 No Effect On Treaty Rights

ARTICLE 7 PROVINCIAL ROADS 7.01 Transfer Subject To Agreement 7.02 Principles Of Agreement 7.03 Land Ceasing To Be a Provincial Road 7.04 Land Not Part Of Shortfall Acres Or Equity Quantum 7.05 Agreement Amongst Affected Parties 7.06 Acknowledgments Pursuant To Amended Cost Sharing Agreement 7.07 Post-Reserve Creation Agreements 7.08 No Effect On Certain Matters

ARTICLE 8 THIRD PARTY INTERESTS 8.01 Entitlement Reserve Unencumbered 8.02 Third Party Interests To Be Removed At The Time Of Purchase 8.03 Third Party Interests To Be Dealt With Subsequent To Purchase - Public Utility Easements 8.04 Third Party Interests After Shortfall Acres Attained 8.05 Surrender Pursuant To Agreement 8.06 Principles Of Surrender Agreement 8.07 Entitlement Band's Responsibility 8.08 Acknowledgement By Entitlement Bands 8.09 Canada's Responsibility 8.10 Future Application Of This Article -v-

ARTICLE 9 URBAN RESERVES 9.01 Agreement Required With Urban Municipality, Northern Municipality And School Division 9.02 Additional Requirements 9.03 No Compensation Payable 9.04 No Effect On Tuition Agreements 9.05 Term Of Certain Provisions

ARTICLE 10 SUBSEQUENT ADHERENCE AND RATIFICATION OF BAND SPECIFIC AGREEMENTS 10.01 Ratification And Implementation 10.02 Adherence 10.03 Band Specific Agreement 10.04 Time Frame For Ratification, Execution And Delivery Of Band Specific Agreements 10.05 Independent Advice 10.06 Undertaking Respecting Certain Information 10.07 Election By Certain Bands 10.08 Good Faith Negotiations

ARTICLE 11 PROCEDURES FOR RESERVE CREATION 11.01 Shortfall Acres To Be Acquired 11.02 Lands Eligible For Reserve Status 11.03 Pre-Acquisition Requirements 11.04 Ministerial Discretion 11.05 Compensation Paid By Canada 11.06 Additional Reserves 11.07 Canada Costs 11.08 Payment Of Taxes 11.09 Transfer By Saskatchewan Of Residual Interests 11.10 Post Reserve Undertaking 11.11 Process Review 11.12 Term Of Entitlement Reserve Creation Procedures -vi-

ARTICLE 12 TAX LOSS COMPENSATION 12.01 Canada's Compensation - Rural Municipalities 12.02 Saskatchewan's Compensation - Rural Municipalities 12.03 Payments Subject To Amended Cost Sharing Agreement 12.04 Canada's Compensation - School Divisions 12.05 Saskatchewan's Compensation - School Division 12.06 Payments Subject To Certain Limitations 12.07 Interest On Arrears 12.08 No Effect On Tuition Agreements 12.09 Notice Respecting Transfer Of Taxable Land 12.10 No Additional Compensation Payable By Entitlement Bands

ARTICLE 13 TAXATION 13.01 Taxation Of Trust Property 13.02 Goods & Services Tax Remission 13.03 Taxation Of Public Utility Companies

ARTICLE 14 EXISTING AND FUTURE PROGRAMS 14.01 Programs Unaffected 14.02 Existing Programs 14.03 No Effect On Certain Matters

ARTICLE 15 ENTITLEMENT BAND RELEASE, INDEMNITY AND FINALITY 15.01 Release Of Canada By Entitlement Bands 15.02 Entitlement Band Indemnity 15.03 Indemnity Procedures 15.04 Full And Final Satisfaction 15.05 Finality - Canada And Entitlement Bands 15.06 No Reliance On Release, Indemnity Or Finality In Certain Circumstances 15.07 No Admission 15.08 No Effect On Future Variation 15.09 Stay Of Proceedings -vii-

ARTICLE 16 CANADA AND ENTITLEMENT BANDS - FINALITY OF SETTLEMENT RESPECTING SASKATCHEWAN 16.01 Finality - Canada And Saskatchewan 16.02 Release By Canada And Entitlement Bands

ARTICLE 17 OTHER INDIAN BANDS 17.01 No Prejudice 17.02 No Creation Of Rights 17.03 Applicability Of This Agreement And The Amended Cost Sharing Agreement To Other Bands 17.04 Other Negotiations

ARTICLE 18 SETTLEMENT BOARD 18.01 Settlement Board

ARTICLE 19 ARBITRATION 19.01 Arbitration Board 19.02 Matters For Arbitration 19.03 Compensation And Costs 19.04 Confidentiality 19.05 Delivery Of Written Communications 19.06 Governing Legislation 19.07 Agreement Respecting The Commercial Arbitration Code 19.08 Arbitration Binding

ARTICLE 20 GENERAL PROVISIONS 20.01 Enurement 20.02 Authority 20.03 Members Of Senate And House Of Commons 20.04 Modification Or Waiver 20.05 Terms Of This Agreement Prevail 20.06 Assignment 20.07 Expanded Meanings 20.08 Headings And Table Of Contents 20.09 Applicable Law -viii- 20.10 Statutory References 20.11 Currency 20.12 Amendment 20.13 Entire agreement 20.14 Current Dollars 20.15 Ambiguities 20.16 Obligations Several And Not Joint And Several 20.17 Place Of Delivery 20.18 Effective Date Of Notice 20.19 Legislation 20.20 Court Proceedings 20.21 No Effect On Membership 20.22 No Creation Of Treaty Obligation 20.23 Constitutional Or Legislative Changes

ARTICLE 21 BEST EFFORTS 21.01 Best Efforts 21.02 Specific Undertakings Of Canada 21.03 Specific Undertakings Of Saskatchewan 21.04 Specific Undertakings Of Entitlement Bands

ARTICLE 22 COMING INTO FORCE 22.01 Coming Into Force 22.02 Certain Provisions Effective This Agreement made this 22nd day of September, 1992. AMONG: Her Majesty the Queen in Right of Canada, as represented by the Prime Minister of Canada and the Minister of Indian Affairs and Northern Development, (hereinafter referred to as "Canada") AND: The Keeseekoose, Muskowekwan, Ochapowace, Okanese, Piapot, Star Blanket, Yellowquill, Beardy's & Okemasis, Flying Dust, Joseph Bighead, Little Pine, Moosomin, Mosquito Grizzly Bear's Head, Muskeg Lake, One Arrow, Onion Lake, Pelican Lake, Peter Ballantyne, Poundmaker, Red Pheasant, Saulteaux, Sweetgrass, Thunderchild, Witchekan Lake, Canoe Lake and English River Bands as represented by their respective Chiefs on behalf of their respective Bands and Band Members, (hereinafter individually referred to as an "Entitlement Band" and collectively referred to as the "Entitlement Bands") AND: Her Majesty the Queen in Right of Saskatchewan, as represented by the Premier of Saskatchewan and the Minister responsible for the Indian and Metis Affairs Secretariat, (hereinafter referred to as "Saskatchewan") 2 RECITALS WHEREAS: A. Canada entered into certain treaties with Bands of Indians now residing in the Province of Saskatchewan; B. Treaty Number Four was made and concluded on the 15th day of September, 1874, and provides, inter alia, that: “. . . Her Majesty the Queen hereby agrees . . . to assign reserves for said Indians, such reserves to be selected by officers of Her Majesty's Government of the Dominion of Canada appointed for that purpose, after conference with each band of the Indians, and to be of sufficient area to allow one square mile for each family of five, or in that proportion for larger or smaller families"; C. The Keeseekoose, Muskowekwan, Ochapowace, Okanese, Piapot, Star Blanket, and Yellowquill Bands, being adherents to Treaty Number Four, have not received Reserves of sufficient area to fulfil the requirements of that Treaty; D. Treaty Number Six was made and concluded on the 23rd day of August, the 28th day of August, and the 9th day of September, 1876 and provides, inter alia, that: “. . . Her Majesty the Queen hereby agrees and undertakes to lay aside reserves for farming lands, due respect being had to lands at present cultivated by the said Indians, and other reserves for the benefit of the said Indians, to be administered and dealt with for them by Her Majesty's Government of the Dominion of Canada, provided all such reserves shall not exceed in all one square mile for each family of five, or in that proportion for larger or smaller families"; E. The Beardy's & Okemasis, Flying Dust, Joseph Bighead, Little Pine, Moosomin, Mosquito Grizzly Bear's Head, Muskeg Lake, One Arrow, Onion Lake, Pelican Lake, Peter Ballantyne, Poundmaker, Red Pheasant, Saulteaux, Sweetgrass, Thunderchild, and Witchekan Lake Bands, being adherents to Treaty Number Six, have not received Reserves of sufficient area to fulfil the requirements of that Treaty; F. Treaty Number Ten was made and concluded on several dates in the year 1906 and provides, inter alia, that: 3 “. . . His Majesty the King hereby agrees and undertakes to set aside reserves of land for such bands as desire the same, such reserves not to exceed in all one square mile for each family of five for such number of families as may elect to reside upon reserves or in that proportion for larger or smaller families; and for such Indian families or individual Indians as prefer to live apart from band reserves His Majesty undertakes to provide land in severalty to the extent of one hundred and sixty (160) acres for each Indian"; G. The Canoe Lake and English River Bands, being adherents to Treaty Number Ten, have not received Reserves of sufficient area to fulfil the requirements of that treaty; H. Existing treaty rights are recognized and affirmed by section 35 of the Constitution Act, 1982 being Schedule B of the Canada Act, 1982 (U.K.), 1982, c.11; I. By the Natural Resources Transfer Agreement, executed on the 20th day of March, 1930, Canada transferred to Saskatchewan all Crown Lands, Minerals and other natural resources within the Province of Saskatchewan, subject to certain exclusions, terms, and conditions; J. Paragraph 10 of the Natural Resources Transfer Agreement, inter alia, provides as follows: “. . . the Province will, from time to time, upon the request of the Superintendent General of Indian Affairs, set aside, out of the unoccupied Crown lands hereby transferred to its administration, such further areas as the said Superintendent General may, in agreement with the appropriate Minister of the Province, select as necessary to enable Canada to fulfil its obligations under the treaties with the Indians of the Province, and such areas shall thereafter be administered by Canada in the same way in all respects as if they never passed to the Province under the provisions hereof"; K. The Natural Resources Transfer Agreement was confirmed by section 1 of the Constitution Act, 1930 which provides as follows: "The agreements set out in the Schedule to this Act are hereby confirmed and shall have the force of law notwithstanding anything in the Constitution Act, 1867, or any Act amending the same, or any Act of the Parliament of Canada, or in any Order in Council or 4 terms or conditions of union made or approved under any such Act as aforesaid." L. Saskatchewan has an obligation to provide unoccupied Crown lands to Canada under the above-referenced terms of paragraph 10 of the Natural Resources Transfer Agreement; M. The parties have determined that there does not exist unoccupied Crown Lands in Saskatchewan of sufficient quality, quantity and in the appropriate locations to fulfil the respective obligations of Canada and Saskatchewan to the satisfaction of the Entitlement Bands; N. The Office of the Treaty Commissioner issued a "Report and Recommendations on Treaty Land Entitlement" dated May, 1990, which proposed that the outstanding Treaty land entitlement obligations of Canada to the Entitlement Bands, and the related outstanding Natural Resources Transfer Agreement obligations of Saskatchewan to Canada, be settled on the basis of certain recommendations including the "equity formula", which was designed to determine an acreage amount for each Entitlement Band and, based thereon, a resulting monetary payment to such Entitlement Band to fulfil its respective outstanding Treaty land entitlement; O. Each of the Entitlement Bands is desirous of negotiating an agreement containing the terms and conditions upon which the outstanding Treaty land entitlement of their respective Bands may be fulfilled and, in pursuit thereof, each of the Chiefs of the Entitlement Bands, in Assembly, have authorized and directed representatives of their Assembly and the Federation of Saskatchewan Indian Nations, Inc. to negotiate and conclude this Agreement; P. Canada recognizes that it has unfulfilled obligations in respect of Treaty land entitlement in respect of the Entitlement Bands and is desirous of ensuring that such obligations are fulfilled; Q. Canada is of the opinion that its outstanding Treaty land entitlement obligation to the Entitlement Bands is, at most, limited to the respective Shortfall Acres (including Minerals) of each Entitlement Band; R. Saskatchewan is also of the opinion that the outstanding Treaty land entitlement obligation of Canada to the Entitlement Bands is limited to Shortfall Acres as aforesaid; S. The Entitlement Bands are of the opinion that the outstanding Treaty land entitlement obligation of Canada to such Entitlement Bands is determined by multiplying the current population of an Entitlement Band by one hundred and twenty-eight (128) acres and subtracting therefrom the area of such Entitlement Band's existing Reserve 5 Land which was set apart by Canada for the use and benefit of such Entitlement Band for Entitlement Purposes; T. Notwithstanding paragraphs N, Q, R and S aforesaid, Canada and each of the entitlement Bands have agreed. that, inter alia, Canada's outstanding Treaty land entitlement obligations in respect of the Entitlement Bands shall be fulfilled in accordance with the terms and conditions set out in this Agreement; U. Canada and Saskatchewan have agreed that, in consideration of the financial and other contributions to be made by Saskatchewan pursuant to this Agreement and the Amended Cost Sharing Agreement, Saskatchewan's obligations to provide unoccupied Crown Land and Minerals to Canada under paragraph 10 of the Natural Resources Transfer Agreement in relation to the Entitlement Bands, shall also be fulfilled. 6 NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE I DEFINITIONS AND INTERPRETATION 1.01 DEFINITIONS: In this Agreement and the Appendices and Schedules attached hereto, the following capitalized terms shall have the meanings hereafter ascribed to them, namely: (1) "Acquisition Costs" means the costs incurred in relation to the Purchase of Land, Minerals or Improvements by or on behalf of an Entitlement Band (other than the Price paid to the vendor in respect thereof), and includes, without limitation, legal fees, applicable taxes and tax adjustments, land titles registration and search costs, appraisal costs, surveyor certificate costs and real estate commissions and all reasonable costs associated directly with and incurred by the Entitlement Band or the Trustees in relation to site identification and approval, and also includes, without duplication, the cost of satisfying the obligations set forth in section 8.02 and the cost of discharging other Third Party Interests in relation to Entitlement Land; (2) "Act" means the Indian Act, R.S.C. 1985, c. 1-5, and the regulations made thereunder, as amended from time to time, or any federal legislation enacted in substitution therefor or in modification thereof, that is applicable to the Entitlement Bands; (3) "Additions to Reserves Policy" means, unless a contrary indication is evidenced, Canada's "Additions to Reserves Policy" in effect as at the Execution Date; (4) "Adherence Agreement" means an agreement pursuant to which an Entitlement Band adheres to this Agreement as contemplated in section 10.02 which agreement shall be in the form of that annexed hereto as Appendix 2; (5) "Adjusted Date of First Survey Population" means, in respect of a particular Entitlement Band, the population of the Entitlement Band on its Date of First Survey as such number has been negotiated and finally agreed upon between Canada and the Entitlement Band, and which is set forth in column 1 of

Schedule 1; (6) "Agreement", "this Agreement", "hereto", "hereof", "herein", "hereunder", "hereby" and similar expressions, and any reference to "Framework 7 Agreement" refer, unless otherwise expressly stated, to this agreement, including the recitals, the Schedules and the Appendices attached hereto, and not to any particular article, section, subsection, subparagraph or other subdivision hereof or thereof; (7) "Agreement to Purchase" means a written agreement containing covenants granting a purchaser the right and obligation to purchase Land, Minerals or improvements and, for greater certainty, may include a written agreement granting an option to purchase the same; (8) "Amended Cost Sharing Agreement" means the agreement so titled entered into between Canada and Saskatchewan as of even date herewith concerning, inter alia, their respective obligations for payment of the costs associated with the resolution of outstanding Treaty land entitlement of certain Bands located in Saskatchewan, including the Entitlement Bands; (9) "Approval in Principle" has the meaning ascribed thereto in the Terms and Conditions of Entitlement Reserve Creation attached hereto as Schedule 6; (10) "Arbitration Board" means the arbitration board established by Article 19; (11) "Band" means a "band", within the meaning of the Act, in respect of which Land has been set apart prior to the Execution Date as a Reserve in the Province of Saskatchewan; (12) "Band Council Resolution" means a written resolution of the Council adopted at a duly convened meeting of the Council; (13) "Band Development" means the investment and utilization of Trust Property by the Trustees on behalf of the Entitlement Band for the purpose of Business, acquisition of Land, Minerals or Improvements (including Entitlement Land), or any project for the use, development, advantage or benefit of the Entitlement Band or Members of the Entitlement Band; (14) "Band Specific Agreement" means, in respect of a particular Entitlement Band, an agreement containing the same provisions as those in Articles 1 to 6, inclusive, and Article 8 of the agreement annexed as Appendix 1, to be entered into between the Entitlement Band and Canada to give effect to the provisions of this Agreement among the Entitlement Band, Canada and Saskatchewan; (15) "Business" means any activity or undertaking the primary objective of which is to provide goods, services, programs or capital assistance to Members of the Entitlement Band or any activity or undertaking for profit; (16) "Chief” has the meaning ascribed thereto in the Act; 8 (17) "Claim" means any submission to the Minister made on behalf of an Entitlement Band requesting fulfilment of outstanding Treaty land entitlement in respect of such Entitlement Band or its predecessors, and includes all written representations made in respect thereof; (18) "Council" means, in respect of a particular Entitlement Band, the "council of the band" within the meaning of the Act; (19) "Councillor" means a member of the Council in accordance with the Act; (20) "Current Population" means, in respect of a particular Entitlement Band, the number of Members entitled to be registered as such on the 31st day of March, 1991, and who were registered on April 15, 1992, as such number has been negotiated and finally agreed upon between Canada and the Entitlement Band, and which is set forth in column 6 of Schedule 1; (21) "Date of First Survey" means, in respect of a particular Entitlement Band, the year set forth in column 1.1 of Schedule 1 hereto; (22) "Department" means the federal Department of Indian Affairs and Northern Development and includes its Saskatchewan regional office; (23) "Department of Justice" means the federal Department of Justice; (24) "Discernible Surface Outlet" means a defined and ascertainable channel through which water normally flows for not less than seven (7) consecutive days each year; (25) "Entitlement Band" means any of those twenty-six (26) Bands (which, for greater certainty, excludes the Nekaneet Band of Indians of Saskatchewan) in respect of which: (a) Canada has, prior to the Execution Date, accepted for negotiation a claim for outstanding Treaty land entitlement under the terms of Treaty Number Four, Treaty Number Six or Treaty Number Ten; and (b) its Chief is now a signatory hereto or, alternatively, hereafter becomes a signatory hereto in accordance with the provisions of Article 10; (26) "Entitlement Land" means Lands, Minerals or Improvements in Saskatchewan hereafter Purchased and which are intended to be set apart as an Entitlement Reserve pursuant to the provisions of a Band Specific Agreement, the Trust Agreement and this Agreement; 9 (27) "Entitlement Monies" means, in respect of a particular Entitlement Band, those monies payable to an Entitlement Band (together with any accrued interest thereon) which are being paid to such Entitlement Band, at the direction of the Entitlement Band hereunder, to its Trust Account, as calculated in accordance with Article 3 (being the aggregate of its Equity Payment, Minerals Payment and, if applicable, Honour Payment), the total of which is set forth in column 16 of Schedule 1; (28) "Entitlement Purposes", when used in relation to the acreage of Reserve Land which has, prior to the Execution Date, been set apart by Canada for an Entitlement Band to fulfil Treaty land entitlement obligations, means all Reserve land set apart for such purposes, but excludes lands set apart for the purpose of replacing such Reserve lands that had been surrendered by that Entitlement Band; (29) "Entitlement Reserve" means Entitlement Land which is set apart by Canada as a Reserve for the use and benefit of an Entitlement Band in accordance with its Band Specific Agreement and this Agreement; (30) "Environmental Review" and "Environmental Screening" have the meanings ascribed thereto in Schedule 6; (31) "Equity Payment" means, in respect of a particular Entitlement Band, the payment to be made to the Entitlement Band as calculated in accordance with section 3.01, the amount of which is set forth in column 12 of Schedule 1; (32) "Equity Quantum" means, in respect of a particular Entitlement Band, the total area of Land, expressed in acres, which has been calculated in accordance with section 2.02, and which is set forth in column 7 of Schedule 1; (33) "Execution Date" means the date upon which Canada and Saskatchewan have executed this Agreement; (34) Fee Simple Mineral Owner" means any Person who is the legal owner of the estate in fee simple, or a share or interest of the estate in fee simple, of any Minerals, and further includes Canada or Saskatchewan where applicable; (35) Forest Management Licence Agreement" means an agreement so titled, whereby Saskatchewan has granted any Person the exclusive right to harvest timber upon certain provincial Crown Lands; (36) "Honour Payment" means, in respect of a particular Entitlement Band, the payment, if any, to be made to the Entitlement Band as calculated in accordance with section 3.03, the amount of which is set forth in column 13 of Schedule 1; 10 (37) "Improvements" means all buildings or structures erected or placed on, over or under Land and, unless otherwise expressly provided herein, includes, without limitation, anything affixed to or incorporated therein, the plant and equipment of any oil or gas well or mine, any pipeline on or under Land, fencing, and any dugouts or other alterations to Land designed to facilitate the collection and retention of water; (38) "Indian" has the meaning ascribed thereto in the Act; (39) "Institution" means one of the authorized financial institutions contemplated in Schedule “A” of Schedule 5; (40) Interest of a Mineral Disposition Holder" means the legal interest of any Person in a Mineral Disposition and includes such an interest in all renewals, conversions, substitutions and replacements of the Mineral Disposition and any new Mineral Dispositions to which the Mineral Disposition Holder is entitled either by the terms of the Mineral Disposition, provincial or federal legislation, or the policy of Saskatchewan; (41) "Interest Rate" means the effective rate, from time to time, of interest paid by Canada at the immediately preceding weekly auction for three month Canada treasury bills or, alternatively, in the event the basis for such rate is not ascertainable because Canada has not sold such treasury bills, such other reasonable substitute basis rate as may be agreed to between Canada and Saskatchewan; (42) "Joint Production Agreement" means any contract, agreement, covenant or arrangement, whether voluntarily entered into or imposed by legislation, under the terms of which a Fee Simple Mineral Owner or a Mineral Disposition Holder agrees to, or is required to share in, the benefits, costs, or obligations associated with the recovery of Minerals from within, upon or under any Lands, and includes all pooling and unitization agreements and orders, provided that any of the foregoing are in force immediately prior to the Purchase of Entitlement Land or, thereafter, at any time prior to the transfer of Entitlement Land to Canada; (43) "Land" or "Lands" means real property, chattels real, or any interests therein or in the nature thereof and, unless the context otherwise requires, excludes Minerals and Improvements; (44) "Member" means, in respect of a particular Entitlement Band, a member of such Entitlement Band within the meaning of the Act and shall include all registered Indians recorded on the Department's Indian Register in respect of the Entitlement Band; 11 (45) "Mineral Disposition" means any rights granted by the Fee Simple Mineral Owner under a lease or any other instrument pursuant to which any Person has obtained the right to explore for, drill for, produce or otherwise extract any Mineral, and includes any right to a share or interest in the proceeds of the production of any Minerals, whether those rights have been granted by the Fee Simple Mineral Owner or not, and any right to compensation pursuant to sections 23 and 23.1 of The Crown Minerals Act, S.S. 1984-85-86, c. C-50.2, provided that any of such rights were in force immediately prior to the Purchase of Land or, thereafter, at any time prior to the transfer of Entitlement Land to Canada, but shall be deemed to exclude Third Party Interests and any security interest, mortgage or similar financing arrangements and to also exclude those beneficial interests in Minerals referred to in subparagraph 5.04(c)(iii); (46) "Mineral Disposition Holder" means any Person who has an interest in a Mineral Disposition and includes the heirs, executors, administrators, personal representatives, agents, successors and assigns thereof; (47) "Minerals" means any non-viable substance formed by the processes of nature, irrespective of chemical or physical state, and includes such substances both before and after extraction, or any interest in the same, and further includes any interest or improvement in the nature of a mine but does not include any surface or ground water, agricultural soil, sand or gravel; (48) "Minerals Payment" means, in respect of a particular Entitlement Band, the payment to be made to the Entitlement Band as calculated in accordance with section 3.02, the amount of which is set forth in column 15 of Schedule 1; (49) "Minister" means the Minister appointed under the Department of Indian Affairs and Northern Development Act, R.S.C. 1985, c. 1-7; (50) "Municipal Taxes" means all applicable taxes levied by a Rural Municipality for municipal purposes (which, for greater certainty and without limitation, excludes School Taxes and any taxes collected by a Rural Municipality not for the use and benefit of the Rural Municipality) in respect of land, improvements and businesses within the Rural Municipality, and includes business taxes levied pursuant to sections 286 and 330 of The Rural Municipality Act, 1989, S.S. 1989-90, c. R-26.1, grants-in-lieu of taxes paid to Rural Municipalities pursuant to federal or provincial government policy, or taxes for municipal purposes levied by a Rural Municipality upon occupants of such Lands in respect of such occupation; (51) "Natural Resources Transfer Agreement" means the Saskatchewan Natural Resources Transfer Agreement, as confirmed by The Saskatchewan Natural 12 Resources Act, S.S. 1929-30, c. 87, The Saskatchewan Natural Resources Act, S.C. 1930, c. 41 and the Constitution Act. 1930; (51) "Northern Administration District" means that area of the Province of Saskatchewan identified as the "Northern Saskatchewan Administration District" pursuant to the Northern Saskatchewan Administration District Boundaries Regulations, R.R.S., c. N-5.1, Reg. 1, as such area is constituted on the Execution Date; (53) "Northern Municipality" means a "northern municipality" as defined by The Northern Municipalities Act, S.S. 1983, c. N-5.1, but excludes the district as defined in such statute; (54) "Occupant of Crown Land means any Person who has a statutory or legally enforceable right to occupy or use a particular parcel of Crown Land vested in Saskatchewan or Canada, to the exclusion of members of the public, and is deemed to include any Person with a valid and subsisting lease, licence or a permit granted by Saskatchewan or Canada or with a permanent allocation in a pasture but, for greater certainty, does not include a Fee Simple Mineral Owner or a Mineral Disposition Holder; (55) "Person" means any individual, proprietor, corporation, partnership, trust, joint venture, unincorporated organization, Indian band, union or a governmental body and their respective heirs, legal representatives, successors and assigns; (56) "Price" means an accurate projection of the cost of acquiring Entitlement Land and shall include, without limitation, the purchase price thereof after all applicable adjustments (including, without limitation, tax adjustments, insurance, rents and other income and outgoings); (57) "Productive Forest Land" means any Land on which trees are growing or standing, or may be grown, in such quantity and quality as may be commercially harvested on an economical basis and, for greater certainty, does not include any Land which is treed muskeg, treed rock, clear muskeg, clear rock, brushland, meadow, clearing, sand, non-productive burnover, flooded, experimental area, permanent sample plot, Forestry Canada plot, recreational reserve or covered by water, and does not include any Land within the "reconnaissance forest zone"; (58) "Provincial Highway" means a provincial highway as defined by The Highways and Transportation Act, R.S.S. 1978, c. H-3, as illustrated on the official highway map for the Province of Saskatchewan by distinctive lines and listed in the road classification thereof as a "divided", "paved" or "gravel" provincial highway; 13 (59) "Provincial Mineral Revenues" means all royalties, taxes and rents in respect of a given Mineral (from the sources relating to such Mineral indicated in

Schedule 2) and any royalties, taxes and rents that may be imposed in substitution therefor; (60) "Provincial Road" means any road, street, lane, alley, trail or path, other than a divided or paved Provincial Highway, the title to which is vested in Saskatchewan or which has been set aside for such purposes under The Northwest Territories Act, R.S.C. 1886, c. 50, or any statute of the Province of Saskatchewan, and includes a bridge, culvert, drain or public improvement erected upon or in connection with the same and which is intended for or used by the general public for the passage of vehicles; (61) "Public Purposes" means the utilization or conservation of Minerals for the benefit of the, general public of the Province of Saskatchewan, or a substantial portion thereof, as distinguished from purposes which concern particular individuals or estates in Land or Minerals but, for greater certainty, does not include the purpose of earning current, or protecting future, royalties, taxes or other revenues on behalf of Saskatchewan; (62) "Public Purposes Plan" means a written plan, document or any other material evidencing an intention respecting the planned utilization or conservation by Saskatchewan of Minerals for Public Purposes; (63) "Public Utility Companies" means, collectively, Saskatchewan Power Corporation, Saskatchewan Telecommunications, SaskEnergy Incorporated and TransGas Limited, and their successors and assigns, and "Public Utility Company" means any one of such companies; (64) "Public Utility Easement" means a registered easement or right of way, or an unregistered statutory easement or right of way, held by one or more of the Public Utility Companies, in respect of a transmission line, distribution line or similar facility which affects Entitlement land; (65) "Purchase" or "Purchased" means a purchase of Land, Minerals or Improvements by the Trustees or an agent of an Entitlement Band in accordance with the requirements of its Trust Agreement and Band Specific Agreement, and may include the acquisition of ownership rights by means other than a transaction of purchase and sale; (66) "Ratification Vote Guidelines and Procedures" means those guidelines and procedures for conducting ratification votes set forth as Schedule 3; (67) "Register" has the meaning ascribed thereto in the Act; 14 (68) "Replacement Mineral Disposition" means a permit, lease, licence or other disposition issued, made or granted under the Indian Oil and Gas Regulations, the Indian Mining Regulations or other applicable federal legislation, in replacement of, or in substitution for, a Mineral Disposition; (69) "Replacement Public Utility Easement" means those easement and permit agreements (in the form and substance agreed to among Canada, Saskatchewan, the Public Utility Companies and the Entitlement Bands) and annexed as Appendix 3, which easement and permit agreements are to be registered in replacement of existing Public Utility Easements as contemplated in section 8.03; (70) "Reserve" has the meaning ascribed thereto in the Act; (71) "Revenue Trust Account" has the meaning ascribed thereto in the model trust agreement annexed as Schedule 5; (72) "Road Allowance" means land held by Saskatchewan which was at any time intended for use by the general public for the passage of vehicles, whether actually used for that purpose or not; (73) "Rural Municipal Compensation Fund” means the fund so titled to be established pursuant to the Amended Cost Sharing Agreement and administered by the Saskatchewan Association of Rural Municipalities for the purpose of receiving compensation payments from Canada and Saskatchewan and for disbursing such compensation to a Rural Municipality which experiences a reduction in Taxable Land as a result of Entitlement Land being set apart as an Entitlement Reserve; (74) "Rural Municipality" means a "Rural Municipality" as defined by The Rural Municipality Act, 1989, S.S. 1989-90, c. R-26.1; (75) "Saskatchewan Formula Quantum" means, in respect of a particular Entitlement Band, that area of land, expressed in acres, referred to in column 10 of Schedule 1; (76) "School Division" means, except where otherwise expressly provided herein, a "division" as defined by The Education Act, R.S.S. 1978 (Supp.), c. E-0.1, which is located outside of the Northern Administration District; (77) "School Division Compensation Fund" means the fund established pursuant to the Amended Cost Sharing Agreement and administered by Saskatchewan for the purpose of receiving compensation payments from Canada and Saskatchewan and for disbursing compensation to School Divisions which have 15 experienced a reduction in Taxable Land as a result of Entitlement Land being hereafter set apart as an Entitlement Reserve; (78) "School Taxes" means all applicable taxes levied by a School Division for education purposes (which, for greater certainty and without limitation, excludes Municipal Taxes or any taxes collected by a School Division not for the use and benefit of the School Division) in respect of land, improvements and businesses, and includes business taxes referred to in section 291 of The Education Act, R.S.S. 1978, c. E-0.1 (Supp.), grants-in-lieu of taxes paid pursuant to federal or provincial government policy or taxes for educational purposes levied by a School Division upon, the occupants of such Land in respect of such occupation; (79) "Settlement Board" means the settlement board established by Article 18; (80) "Shore Land means all Crown Lands within fifty (50) meters of the ordinary high water mark of: (a) a lake with a surface area of more than one thousand (1,000) acres; or (b) a river identified on the list of rivers published in the Canada Gazette by the Canadian Permanent Committee on Geographical Names with a width, at any point adjacent to the Crown Land in question, of twenty (20) meters or more; (81) "Shortfall Acres", in respect of a particular Entitlement Band, means that area of Land (including all existing Minerals in respect thereof), the total acreage of which is set forth in column 4 of Schedule 1; (82) "Shortfall Acres Acquisition Date" means, in respect of a particular Entitlement Band, the date upon which Entitlement Land (including all existing Minerals in respect thereof), in an aggregate area at least equal to the Entitlement Band's Shortfall Acres, has hereafter been transferred to Canada in accordance with the terms of this Agreement and is set apart as an Entitlement Reserve or Entitlement Reserves; (83) "SIMAS" means the Saskatchewan Indian and Metis Affairs Secretariat and its successors from time to time; (84) "Special Purpose Account” means the interest bearing account to be hereafter established by Canada pursuant to applicable federal legislation which shall, after its creation, be utilized for the purpose of administering: 16 (a) all remaining monies being administered by Canada for the purposes of the Treaty Land Entitlement (Saskatchewan) Fund and which are on deposit in the consolidated revenue fund; and (b) all monies which are to be thereafter deposited by each of Canada and Saskatchewan to the Treaty Land Entitlement (Saskatchewan) Fund pursuant to Article 3; which account, when established, shall permit both Canada and Saskatchewan to deposit funds on an interest bearing basis at a rate of interest from time to time applicable to interest. bearing deposits in the consolidated revenue fund; (85) "Surface Lease" means any grant, conveyance, lease, license, order, or permit which provides the right of entry upon the surface of any Land, or the right to use, occupy or take the surface of any Land or any interest therein, required for the purpose of exploring for, drilling for, producing, recovering or otherwise extracting any Mineral, and includes a Mineral Disposition to the extent such rights are included in the Mineral Disposition, provided the same is in force immediately prior to the Purchase of Land or, thereafter, at any time prior to the transfer of Entitlement Land to Canada; (86) "Taxable Land" means land located within a Rural Municipality in respect of which Municipal Taxes and School Taxes are payable to such Rural Municipality and a School Division; (87) "Terms and Conditions of Entitlement Reserve Creation" means those terms and conditions applicable to the creation of Entitlement Reserves, a copy of which is attached as Schedule 6; (88) "Third Party Interest" means the legal interest of any Person, other than a party hereto, in Land, Minerals or Improvements and, without in any way limiting the generality of the foregoing, includes the interest held by an Occupant of Crown Land, leases, mortgages, charges, encumbrances, registered builders' liens, writs of execution, easements (including Public Utility Easements), rights of way, restrictive covenants, party wall agreements, building restriction caveats and other caveats, provided the same are in force immediately prior to the Purchase of the Land, Minerals or Improvements or, thereafter, at any time prior to the transfer of the same to Canada, but shall, for greater certainty, exclude an Interest in a Mineral Disposition; (89) "Third Party Interest Holder" means a Person holding a Third Party Interest (including an Occupant of Crown land) but excludes Canada, Saskatchewan or any Person acting for or on behalf of an Entitlement Band which has Purchased the Entitlement Land; 17 (90) "Treaties" means, collectively, Treaty Number Four, Treaty Number Six, and Treaty Number Ten, and "Treaty" means any one of such Treaties; (91) "Treaty Land Entitlement (Saskatchewan) Fund" means, pending establishment of the Special Purpose Account, the interest bearing account within the consolidated revenue fund to be administered by Canada for the purpose of accepting and depositing Saskatchewan's payments to the Treaty Land Entitlement (Saskatchewan) Fund and means, from and after the establishment of the Special Purpose Account, the interest bearing account to be administered by Canada for the purpose of thereafter accepting, depositing and crediting interest to, the payments to be made by both Canada and Saskatchewan to the Treaty Land Entitlement (Saskatchewan) Fund pursuant to Article 3; (92) "Trust Account" has the meaning ascribed thereto in the model trust agreement annexed as Schedule 5; (93) "Trust Agreement" means, in respect of a particular Entitlement Band, the trust agreement to be executed and delivered by such Entitlement Band, its Trustees and an Institution and thereafter ratified together with its Band Specific Agreement in accordance with the provisions hereof, a model of which is annexed hereto as Schedule 5; (94) "Trust Property" means the Entitlement Monies deposited by Canada to the Trust Account, and includes all monies now or hereafter on deposit in the Trust Account or the Revenue Trust Account (which for greater certainty includes any and all Investment Instruments in which the monies in the Trust Account or the Revenue Trust Account may from time to time be invested by the Trustees as specified in the Trust Agreement), as well as any additions or accruals thereto and also includes, without limitation, all interest revenue and other income realized thereon, the net proceeds of sale of all Entitlement Land sold and all sums repaid to the Trustees in the situations contemplated by subsections 4.01(f) and 5.01(d) of the model trust agreement annexed as

Schedule 5; (95) "Trustees" means, in respect of an Entitlement Band, collectively, those individuals appointed to act as a trustee on behalf of the Entitlement Band pursuant to it's Trust Agreement, and any individuals from time to time thereafter appointed or substituted therefor, and "Trustee" means any one of such Trustees; (96) "Undeveloped Road Allowance" means a Road Allowance upon which no highway, road, street, lane, trail, path or alley has ever been constructed or, if constructed, is no longer being maintained in a condition for use by, or is being used by, the general public for that purpose; 18 (97) "Undisposed Minerals" means, subject to subsections 5.04(b) and (c), any Minerals in respect of which there are no Mineral Dispositions; (98) "Urban Municipality" means an "urban municipality" as defined by The Urban Municipality Act, 1984 S.S. 1983-84, c. U-11 and includes the City of Lloydminster; (99) "Waterbody" means any river, stream, lake, pond, swamp, marsh, or other body of water; and (100) "Water Project" means: (a) any drain, dyke, dam or other work that is proposed to divert or impound water, or any alteration, addition to, or elimination of, any such drain, dyke, dam or other work; (b) any act which results in the emission of water or other substance into a Waterbody; or (c) any use of water; that affects, or if constructed or carried out could reasonably be anticipated to affect, the existing quantity, quality or rate of flow, in a discernible way, of water in a Waterbody and which, if constructed or carried out on lands subject to the jurisdiction of Saskatchewan, would require a licence or other approval under the laws of Saskatchewan. 1.02 SCHEDULES: The following are the Schedules annexed to and incorporated in this Agreement by reference to their respective numbers as given below and which are deemed to be part hereof: 1. T.L.E. Settlement Data Sheet 2. Mineral Revenue Sources 3. Ratification Vote Guidelines and Procedures 4. Agreed Form of Amendment to Natural Resources Transfer Agreement 5. Model Trust Agreement 6. Terms and Conditions of Entitlement Reserve Creation 7. Schedule of Anticipated Payments to Treaty Land Entitlement (Saskatchewan) Fund 19 1.03 APPENDICES: The following are the Appendices annexed to and incorporated in this Agreement which contemplate execution by the parties named therein: 1. Form of Band Specific Agreement 2. Adherence Agreement 3. Replacement Public Utility Easements 20 ARTICLE 2 LAND QUANTUM 2.01 ADJUSTED DATE OF FIRST SURVEY POPULATION: Each Entitlement Band agrees with Canada that its Adjusted Date of First Survey Population is set forth in column 1 of Schedule 1. 2.02 EQUITY QUANTUM: Each Entitlement Band agrees with Canada that its Equity Quantum is set forth in column 9 of Schedule 1. Canada, Saskatchewan and the Entitlement Bands agree that the Equity Quantum has been calculated as follows: (a) by multiplying the Adjusted Date of First Survey Population by one hundred and twenty-eight (128) acres; (b) by determining the total acreage of all Reserve Lands set apart for Entitlement Purposes on or before December 31, 1955; (c) by calculating the percentage that the amount determined in subsection (b) above is of the amount determined in subsection (a) above, and subtracting the same from one hundred (100%) percent; (d) by multiplying the resulting percentage figure obtained in subsection (c) above by the Current Population of such Entitlement Band, and then multiplying the product obtained by one hundred and twenty-eight (128) acres; and (e) subtracting from the result obtained in subsection (d) above the total acreage of Reserve Lands set apart for Entitlement Purposes from and after January 1, 1956. 2.03 PRE-1956 RESERVES: Each Entitlement Band agrees with Canada that the amount of its Reserve Land set apart for Entitlement Purposes on or before December 31, 1955, is set forth in column 3 of Schedule 1. 21 2.04 POST-1955 RESERVES: Each Entitlement Band agrees with Canada that the amount of its Reserve Land set apart for Entitlement Purposes from and after January 1, 1956, to and including the Execution Date, is set forth in column 8 of Schedule 1. 2.05 CURRENT POPULATION: Each Entitlement Band agrees with Canada that its Current Population is set forth in column 6 of Schedule 1. 2.06 SHORTFALL ACRES: Each Entitlement Band agrees with Canada that its Shortfall Acres are as set forth in column 4 of Schedule 1. Canada, Saskatchewan and the Entitlement Bands agree that the Shortfall Acres were calculated as follows: (a) by multiplying the Adjusted Date of First Survey Population by one hundred and twenty-eight (128) acres; (b) by determining the total acreage of all Reserve Lands set apart for Entitlement Purposes on or before December 31, 1955; and (c) by subtracting the amount determined in subsection (b) above from the amount determined in subsection (a) above. 2.07 SASKATCHEWAN FORMULA QUANTUM: Each Entitlement Band agrees with Canada that its Saskatchewan Formula Quantum is set forth in column 10 of Schedule 1. 22 ARTICLE 3 ENTITLEMENT MONIES 3.01 EQUITY PAYMENT: (a) Canada and Saskatchewan each agree that they shall, in accordance with the provisions of this Article and in their respective cost sharing ratios as set forth in Article 2 of the Amended Cost Sharing Agreement, cause to be paid to the Treaty Land Entitlement (Saskatchewan) Fund, in respect of each Entitlement Band, an amount (the "Equity Payment") equal to the product obtained by multiplying the Equity Quantum of such Entitlement Band by the sum of Two Hundred and Sixty-two Dollars and Nineteen ($262.19) Cents per acre. (b) Each Entitlement Band agrees with Canada and Saskatchewan that its total Equity Payment is set forth in column 12 of Schedule 1. 3.02 MINERALS PAYMENT: (a) Canada and Saskatchewan each agree that they shall, in accordance with the provisions of this Article and in their respective cost sharing ratios as set forth in Article 2 of the Amended Cost Sharing Agreement, cause to be paid to the Treaty Land Entitlement (Saskatchewan) Fund, in respect of each Entitlement Band, an amount (the "Minerals Payment") for the purpose of assisting the Entitlement Bands to purchase Minerals in respect of the Entitlement Band's Shortfall Acres. The Minerals Payment for a particular Entitlement Band shall be equal to the product, obtained by multiplying the Shortfall Acres of the Entitlement Band by the sum of Forty-five ($45.00) Dollars per acre. (b) Each Entitlement Band agrees with Canada and Saskatchewan that its total Minerals Payment is set forth in column 15 of Schedule 1. 3.03 HONOUR PAYMENT: (a) Canada and Saskatchewan each agree that they shall, in accordance with the provisions of this Article and in their respective cost sharing ratios as set forth in Article 2 of the Amended Cost Sharing Agreement, cause to be paid to the Treaty Land Entitlement (Saskatchewan) Fund an amount (the "Honour Payment") to compensate those Entitlement Bands whose Equity Quantum is less than their Saskatchewan Formula Quantum. (b) Each Entitlement Band agrees with Canada and Saskatchewan that its total Honour Payment, if any, is set forth in column 13 of schedule 1. 23 3.04 PAYMENT TO ENTITLEMENT BAND TRUST ACCOUNTS: Except as may he permitted pursuant to section 4.13, Canada and the Entitlement Bands agree that all Entitlement Monies to be paid to an Entitlement Band pursuant to its Band Specific Agreement are being paid by Canada from the Treaty Land Entitlement (Saskatchewan) Fund to such Entitlement Band, at the direction of the Entitlement Band hereunder, to its Trust Account, and such Entitlement Monies shall thereafter be administered by its Trustees upon the trusts set forth in, and subject to the terms and conditions of, its Trust Agreement. 3.05 TREATY LAND ENTITLEMENT TRUST: (a) The Entitlement Bands agree that it is their intention that the Entitlement Monies to be paid by Canada pursuant to the terms of their Band Specific Agreement are to be properly invested for the future use and benefit of the Entitlement Band. Each Entitlement Band agrees that a trust shall be established in respect thereof and maintained in accordance with the provisions of this Agreement, its Trust Agreement and Band Specific Agreement. (b) The Entitlement Monies shall not be paid to such Entitlement Band's revenue account, capital account or any other account now in existence, or hereafter established including, without limitation, under the Act. (c) The Entitlement Bands agree that their Band Specific Agreements shall, inter alia, clearly acknowledge that the Entitlement Band has, through its Chief and Council, received independent legal advice. 3.06 EFFECT OF FAILURE TO RATIFY BAND SPECIFIC AGREEMENT: Notwithstanding any other provision of this Article, each of the parties agrees that where an Entitlement Band fails to ratify, execute and deliver its Band Specific Agreement in accordance with Article 10, all payments made in respect of such Entitlement Band by Canada and Saskatchewan to the Treaty Land Entitlement (Saskatchewan) Fund shall, from and after that date being three (3) years from the Execution Date, cease, and any funds paid to the Treaty Land Entitlement (Saskatchewan) Fund by either Saskatchewan or Canada in respect of any such Entitlement Band shall be reimbursed to Saskatchewan or Canada together with accrued interest. 24 3.07 SASKATCHEWAN'S PAYMENTS TO THE TREATY LAND ENTITLEMENT (SASKATCHEWAN) FUND: (a) Saskatchewan's payments to the Treaty Land Entitlement (Saskatchewan) Fund in respect of all Entitlement Bands which execute and deliver this Agreement on the Execution Date, shall be in an amount equal to that set forth in respect of such Entitlement Bands in column 21 of Schedule 1 and shall be made, in the case of the initial payment, within thirty (30) days of the Execution Date and, subject only to section 3.06 and section 3.11, shall thereafter be made in such an amount on June 30th in each of the succeeding eleven (11) years. (b) Saskatchewan's payments to the Treaty Land Entitlement (Saskatchewan) Fund in respect of any Entitlement Band which has adhered to this Agreement after the Execution Date in accordance with Article 10 shall be in an amount equal to that set forth in respect of such Entitlement Band in column 21 of Schedule 1, and shall be made, in the case of the initial payment, within sixty (60) days of the delivery of such Entitlement Band's Adherence Agreement to each of Canada and Saskatchewan and, subject only to section 3.06 and section 3.11, shall thereafter be made in such an amount on June 30th of each of the succeeding eleven (11) years commencing June 30, 1993. (c) Pending enactment of federal legislation to establish the Special Purpose Account, Canada agrees that Saskatchewan's payments to the Treaty Land Entitlement (Saskatchewan) Fund shall, from and after their deposit in the Treaty Land Entitlement (Saskatchewan) Fund, earn interest at the usual rate of interest paid from time to time by Canada on its consolidated revenue fund deposits governed by subsection 21(2) of the Financial Administration Act, R.S.C. 1985, c. F-11. (d) For greater certainty, upon enactment of federal legislation which establishes the Special Purpose Account, all remaining funds previously paid by Saskatchewan and which are then on deposit in the Treaty Land Entitlement (Saskatchewan) Fund, together with all payments thereafter received from Saskatchewan pursuant to this Article, shall be administered pursuant to the terms (which shall not be inconsistent with the terms hereof) set forth in the legislation governing the operation of such Special Purpose Account, and shall bear interest at the rate from time to time applicable to monies on deposit in the consolidated revenue fund. 3.08 CANADA'S PAYMENTS TO THE TREATY LAND ENTITLEMENT (SASKATCHEWAN) FUND: (a) Pending the establishment of the Special Purpose Account: 25 (i) Canada agrees to appropriate (subject to section 3.06 and section 3.11), on an annual basis, amounts equal to those referred to (in respect of Canada) in Schedule 7 hereof; (ii) Canada agrees to pay to any Entitlement Band in respect of which Canada has executed a Band Specific Agreement prior to the establishment of the Special Purpose Account, within thirty (30) days of execution thereof by Canada: (A) from the appropriated funds referred to in subparagraph 3.08(a)(i) above, the amount set forth in respect of such Entitlement Band in column 19 of Schedule 1, together with any amounts that, prior to the execution of such Band Specific Agreement by Canada, would have been payable by Canada (as set forth in column 19 or 20 of Schedule 1, as the case may be) to such Entitlement Band on August 31st of any year, had the Special Purpose Account been established prior to execution thereof; and (B) all amounts paid by Saskatchewan in respect of such Entitlement Band which are then on deposit in the Treaty Land Entitlement (Saskatchewan) Fund (plus accrued interest thereon); and (iii) Canada agrees to thereafter pay to those Entitlement Bands referred to in subparagraph 3.08(a)(ii) above, on or before each succeeding August 31 during the term hereof (but prior to the establishment of the Special Purpose Account): (A) from the appropriated funds referred to in subparagraph 3.08(a)(i) above, the annual amount payable by Canada in respect of such Entitlement Band as set forth in column 19 or 20 of Schedule 1, as the case may. be; and (B) all amounts paid by Saskatchewan in respect of such Entitlement Band which arc then on deposit in the Treaty Land Entitlement (Saskatchewan) Fund (plus accrued interest thereon). (a. 1) Upon establishment of the Special Purpose Account, Canada agrees to thereafter pay to those Entitlement Bands referred to in subparagraph 3.08(a)(ii) above, on or before August 31st of each of the remaining years to and including August 31st, 2003, an amount equivalent to: 26 (i) the annual amount payable by Canada to the Treaty Land Entitlement (Saskatchewan) Fund in respect of such Entitlement Band (which annual payment is to be made by Canada to such fund on June 30th of each year) as set forth in column 19 or column 20, as the case may be, plus accrued interest thereon from June 30th of such year until the date of payment thereof to the Entitlement Band; and (ii) any amount required to be paid by Canada on behalf of Saskatchewan pursuant to section 3.11, plus accrued interest thereon from June 30th of the applicable year of deposit; and (iii) all amounts paid by Saskatchewan in respect of such Entitlement Band which are then on deposit in the Treaty Land Entitlement (Saskatchewan) Fund plus any accrued interest thereon. (b) Canada agrees that, in respect of any Entitlement Band which enters into a Band Specific Agreement with Canada after the establishment of the Special Purpose Account: (i) Canada shall pay to such Entitlement Band, within thirty (30) days of the execution by Canada of such Entitlement Band's Band Specific Agreement, all monies then on deposit in the Treaty Land Entitlement (Saskatchewan) Fund (plus accrued interest thereon), and (ii) thereafter, on or before August 31st of each succeeding year: (A) an amount equivalent to the annual amount payable by Canada to the Treaty Land Entitlement (Saskatchewan) Fund set forth in column 19 or 20, as the case may be, of Schedule 1 (which amount shall be paid to such fund on June 30th of each year) plus accrued interest thereon from June 30th of such year until the date of payment thereof to hte Entitlement Band; and (B) any amount required to be paid by Canada pursuant to section 3.11, plus accrued interest thereon from June 30th of the applicable year of deposit; and (C) all amounts on deposit in the Treaty Land Entitlement (Saskatchewan) Fund which have been paid by Saskatchewan in respect of such Entitlement Band, plus accrued interest thereon from the date of payment thereof by Saskatchewan. (c) For greater certainty, after the establishment of the Special Purpose Account, Canada shall transfer to such Special Purpose Account: 27 (i) an amount equal to all annual appropriations made by Canada prior to such time in accordance with Schedule 7, which have not otherwise been paid by Canada to an Entitlement Band in accordance herewith; and (ii) all amounts paid by Saskatchewan to the Treaty Land Entitlement(Saskatchewan) Fund which are then on deposit in the Treaty Land Entitlement (Saskatchewan) Fund, plus accrued interest thereon. 3.09 DISPOSITION OF INTEREST EARNED IN TREATY LAND ENTITLEMENT FUND: Canada, Saskatchewan and the Entitlement Bands agree that, prior to the establishment of the Special Purpose Account, interest earned in respect of those funds paid by Saskatchewan which are on deposit in the Treaty Land Entitlement (Saskatchewan) Fund, together with that interest earned after the establishment of the Special Purpose Account in respect of those funds paid by each of Saskatchewan and Canada to the Treaty Land Entitlement (Saskatchewan) Fund, shall be dealt with as follows: (a) interest earned on funds in the Treaty Land Entitlement (Saskatchewan) Fund which are being held for potential distribution to an Entitlement Band between: (i) the date that Saskatchewan has made its payment to the Treaty Land Entitlement (Saskatchewan) Fund as required pursuant to section 3.07; and (ii) the date upon which the initial payment of Entitlement Monies is made by Canada from the Treaty Land Entitlement (Saskatchewan) Fund for deposit to the Entitlement Band's Trust Account; shall be paid by Canada to the Entitlement Band and, at the direction of the Entitlement Band hereunder, are being deposited to the Entitlement Band's Trust Account concurrently with the payment of Entitlement Monies pursuant to section 3.08, and shall thereupon constitute part of such Entitlement Band's Entitlement Monies for the purposes of its Trust Agreement; (b) interest earned on funds on deposit in the Treaty Land Entitlement (Saskatchewan) Fund at any time thereafter on deposit in respect of the Entitlement Band between: 28 (i) June 30th of each year during which there exists an obligation to make a payment to the Treaty Land Entitlement (Saskatchewan) Fund on behalf of such Entitlement Band; and (ii) the date upon which such Entitlement Monies are actually paid by Canada for deposit to the Entitlement Band's Trust Account; shall be paid by Canada to the Entitlement Band and, at the direction of the Entitlement Band hereunder, are being deposited to the Entitlement Band's Trust Account concurrently with the payment of Entitlement Monies pursuant to section 3.08 and shall thereupon constitute part of such Entitlement Monies for the purposes of its Trust Agreement; and (c) interest earned on funds on deposit in the Treaty Land Entitlement (Saskatchewan) Fund which are being held for potential distribution to any Entitlement Band which has failed to ratify, execute and deliver its Band Specific Agreement in accordance with the provisions of Article 10, are the property of, and shall be returned to each of Canada and Saskatchewan, in accordance with their respective payments to the Treaty Land Entitlement (Saskatchewan) Fund, plus accrued interest thereon. 3.10 STATUS OF CERTAIN MONIES: (a) Canada and the Entitlement Bands agree that none of the funds on deposit in the Treaty Land Entitlement (Saskatchewan) Fund, nor any other monies payable by Canada pursuant to the terms of this Agreement or any Band Specific Agreement are, or shall be deemed to be, "Indian Monies" within the meaning of the Act. (b) Canada, Saskatchewan and the Entitlement Bands agree that: (i) no property, interest or right in respect of any funds on deposit in the Treaty Land Entitlement (Saskatchewan) Fund shall vest, or be deemed to vest, in any Entitlement Band, its Trustees or in any other party until the same are due and payable to the Entitlement Band for deposit in its Trust Account in accordance with the terms of its Band Specific Agreement; (ii) interest earned in relation to Entitlement Monies shall be deemed to include an Entitlement Band's proportionate share of interest, if any, paid to the Treaty Land Entitlement (Saskatchewan) Fund by Canada or Saskatchewan as the result of any failure by Canada or Saskatchewan to make their scheduled payments to the Treaty Land 29 Entitlement (Saskatchewan) Fund as and when required pursuant to the terms hereof; and (iii) except as may otherwise be agreed to in writing between an Entitlement Band and Canada pursuant to section 4.13, no Entitlement band shall be entitled to pledge, hypothecate, encumber or otherwise deal with any funds on deposit in, or to be at an), time thereafter deposited to, the Treaty Land Entitlement (Saskatchewan) Fund. 3.11 POTENTIAL CESSATION OF SASKATCHEWAN'S PAYMENTS: (a) Saskatchewan and Canada recognize that a variation to the Natural Resources Transfer Agreement, by means of concurrent statutes of the Parliament of Canada and the Legislature of Saskatchewan, has been agreed to pursuant to the terms of this Agreement; (b) Saskatchewan and Canada agree that if concurrent statutes which give effect to the proposed variation set forth in Schedule 4 hereto have not been passed by Canada and Saskatchewan on or before July 1, 1993, then any of Saskatchewan's payments which thereafter fall due pursuant to the provisions hereof to the Treaty Land Entitlement (Saskatchewan) Fund, and the reimbursement payments required to be paid by Saskatchewan to Canada pursuant to Article 3 of the Amended Cost Sharing Agreement, may be suspended by Saskatchewan pending passage of such concurrent statutes in accordance with subsections (c) and (d). (c) In the event that Saskatchewan is entitled to rely upon its right to suspend payments as aforesaid and intends to do so, Saskatchewan shall be obligated to advise Canada in writing on or before May 15 of any fiscal year in respect of which it intends to suspend payments under the Amended Cost Sharing Agreement or hereunder, failing which Saskatchewan shall be obligated to make its payments to the Treaty Land Entitlement (Saskatchewan) Fund, together with its reimbursement payments to Canada under the Amended Cost Sharing Agreement, in respect of such fiscal year. (d) In the event that Saskatchewan: (i) is in a position to suspend its payments to the Treaty Land Entitlement (Saskatchewan) Fund; (ii) has elected to suspend such payments; and (iii) has complied with subsection (c) above, 30 Canada agrees with the Entitlement Bands and Saskatchewan that, pending the passage by Canada of a concurrent statute in the form contemplated in subsection (b) above, Canada will make those annual payments to the Treaty Land Entitlement (Saskatchewan) Fund which Saskatchewan, but for the operation of this section, would otherwise have been required to make to the Treaty Land Entitlement (Saskatchewan) Fund. (e) If the variation contemplated in subsection (b) is subsequently passed, then Saskatchewan shall pay to Canada as soon as reasonably possible (but in any event within sixty (60) days) all amounts that Canada has been required to pay (excluding any amounts required to be paid as interest in respect of any late payment of funds by Canada) to the Treaty Land Entitlement (Saskatchewan) Fund together with all reimbursement payments required to be paid by Saskatchewan to Canada under the Amended Cost Sharing Agreement that, but for the suspension of Saskatchewan's payments pursuant to this section, would have been payable by Saskatchewan to Canada or the Treaty Land Entitlement (Saskatchewan) Fund pursuant to this Agreement, together with interest thereon at the Interest Rate from the date that the same would otherwise have been payable by Saskatchewan to Canada or the Treaty Land Entitlement (Saskatchewan) Fund, but for the suspension, to and including, the date of receipt thereof by Canada. (f) Notwithstanding any other provision of this section, Saskatchewan shall not be entitled to rely upon its right to suspend payments as aforesaid where Saskatchewan fails to enact its concurrent statute before enactment thereof by Canada and, for greater certainty, any failure by Saskatchewan to make its June 30, 1993 payment to the Treaty Land Entitlement (Saskatchewan) Fund on or before July 1, 1993 shall not entitle Saskatchewan to rely on the provisions of this section in respect of such payment, and the same shall, in any event, continue to be due and payable by Saskatchewan hereunder. (g) In the event that Saskatchewan has failed to make its payment to Canada within the sixty (60) day time period referred to in subsection (e), then the amount owing by Saskatchewan to Canada shall thereafter bear interest at the Interest Rate plus two (2%) percent per annum until paid. 3.12 INTEREST ON ARREARS: In the event of any failure by either Canada or Saskatchewan to make payments to the Treaty Land Entitlement (Saskatchewan) Fund, or of Canada to make any direct payments or payments from the Treaty Land Entitlement (Saskatchewan) Fund to an Entitlement Band, at the times set forth in this Article, then the unpaid portion of such payment shall bear interest at the Interest Rate plus two (2%) percent per annum, from 31 the date that such payment was required to be paid to and including the date of payment thereof. 3.13 NO JOINT OBLIGATION TO PAY: (a) Each of the Entitlement Bands agrees with each of Canada and Saskatchewan that the obligations of Saskatchewan and Canada to make payments to the Treaty Land Entitlement (Saskatchewan) Fund are several, and not joint or joint and several and, subject only to the application of section 3.11, Canada shall have no obligation to pay to any Entitlement Band any portion of its Entitlement Monies that relate to any amounts that were to be paid by Saskatchewan to the Treaty Land Entitlement (Saskatchewan) Fund, but which have not been so paid by Saskatchewan. (b) Canada agrees that, in the event of any default in payment by Saskatchewan to the Treaty Land Entitlement (Saskatchewan) Fund, Canada shall take all reasonable steps, at Canada's expense, to enforce Saskatchewan's obligations hereunder for the benefit of the Entitlement Bands. 3.14 CONDITIONS PRECEDENT AND MANDATORY TRUST PRINCIPLES: (a) Each Entitlement Band agrees that it is a condition precedent to the obligation of Canada to pay Entitlement Monies pursuant to a Band Specific Agreement that the following must have occurred: (i) Canada is satisfied that the Entitlement Band's Trust Agreement is in compliance with this Agreement; (ii) the Trust Agreement has been duly executed and delivered by the Entitlement Band, the Trustees and the Institution; and (iii) the Band Specific Agreement and the Trust Agreement (which shall have each been initialled prior to the ratification vote by the negotiators for the Entitlement Band and Canada to signify their recommendation for approval) have been ratified, executed and delivered by the Entitlement Band in accordance with the provisions of Article 10 and Canada has received a duly executed Band Council Resolution setting out and confirming the results of the ratification vote held pursuant to subsection 10.01(b). 32 (b) The Entitlement Bands agree that their respective Trust Agreements shall contain terms and conditions that: (i) give full effect to the principles set forth in this Agreement and, in particular, sections 4.01, 4.02, 4.03, 4.04, 5.01, 8.02 and Article 11 hereof; (ii) ensure that those amounts on deposit in the Trust Account (excluding interest earned thereon) are not utilized prior to the Shortfall Acres Acquisition Date except for the Purchase of Entitlement Land in accordance with this Agreement, unless another use of Trust Property on deposit in the Trust Account has been specifically permitted pursuant to either the model trust agreement annexed as Schedule 5 or this Agreement; (iii) identify an authorized Institution (which prior to the Shortfall Acres Acquisition Date shall be a financial institution contemplated by Schedule "A" of the model trust agreement annexed as Schedule 5) into which the Entitlement Monies paid under Article 3 shall be deposited and which Institution shall be responsible to the act as the depository in respect of the Trust Account and Revenue Trust Account; (iv) require acquisition by the Trustees of Entitlement Land in a way that is consistent with Articles 4 to 9, Article 11 and Schedule 6 of this Agreement; (v) clearly establish identified rules governing the operation of the Trust Account, Revenue Trust Account, and the terms and conditions to be met prior to withdrawal or transfer of funds from such accounts; (vi) require Band Council Resolutions and other binding forms of approval authorizing the disbursement of funds from the Trust Account for, inter alia, acquisition of Lands, Minerals or Improvements and required notifications; (vii) ensure that the Council and the Members are informed of trust related activities, including reasonable access to all related records and accounts; (viii) establish rules governing the appointment, removal, replacement, duties and reporting requirements of the Trustees; (ix) identify the form of the authorized investments which are permitted to be purchased or otherwise acquired prior to the Shortfall Acres Acquisition Date, and which are not inconsistent with those forms of 33 "Authorized Investments" contemplated in Schedule "B" of the model Trust Agreement annexed as Schedule 5; (x) identify the Band Development purposes for which the Trust Property on deposit in either the Trust Account or Revenue Trust Account may be utilized prior to and after the Shortfall Acres Acquisition Date; (xi) include conflict of interest guidelines for the Trustees; and (xii) unless otherwise agreed, ensure that the majority of Trustees are Indians resident on a Reserve. 34 ARTICLE 4 LAND ACQUISITION 4.01 PURPOSE OF ENTITLEMENT MONIES: (a) Entitlement Monies deposited to the Trust Account of an Entitlement Band pursuant to its Band Specific Agreement shall (excluding interest earned thereon in the Trust Account which may be dealt with as agreed to in the Trust Agreement) be utilized by the Trustees of the Entitlement Band: (i) prior to the Entitlement Band's Shortfall Acres Acquisition Date, only for the Purchase of Entitlement Land (including all existing Minerals and Improvements in respect thereof) in accordance with the terms of this Agreement, the Band Specific Agreement and the Trust Agreement; and (ii) from and after the Shortfall Acres Acquisition Date, for the Purchase of additional Entitlement Land or other Band Development purposes in accordance with its Trust Agreement. (b) Subject to subsection 4.01(c), but notwithstanding subparagraph 4.01(a)(i) or section 5.01, an Entitlement Band's Trustees may, prior to the Shortfall Acres Acquisition Date, following receipt by the Trustees of a Band Council Resolution requesting the same, withdraw funds from the Trust Account not exceeding the lesser of: (i) a total of Three Hundred Thousand ($300,000.00) Dollars; and (ii) five (5%) percent of the total of: (A) the Honour Payment of the Entitlement Band; and (B) the difference between such Entitlement Band's Equity Quantum and Shortfall Acres multiplied by Two Hundred and Sixty-two Dollars ($262.19) and Nineteen Cents; which funds shall be paid to the Entitlement Band and may be utilized on behalf of the Entitlement Band for Band Development purposes including, for greater certainty, for the Purchase of Entitlement Land which does not include all Minerals or which is not free and clear of all Mineral Dispositions. 35 (c) Notwithstanding subsection 4.01(b), it is agreed by each of the parties that prior to the Shortfall Acres Acquisition Date: (i) the Trustees' right to withdraw funds from the Trust Account contemplated by subsection 4.01(b) shall not exceed, in total, the lesser of the two amounts calculated in accordance with subparagraphs (b)(i) and (ii) above and may not, in any event, be repeated; (ii) the right to make such withdrawal (or withdrawals which, in aggregate, do not exceed such an amount) are not intended to be a cumulative, repetitive or annual right; and (iii) in the event that any interest in Entitlement Land is Purchased utilizing such funds, the same shall not be eligible to be set apart as an Entitlement Reserve except in accordance with the provisions of this Agreement. 4.02 LIMITATIONS ON USE OF TRUST MONIES: Prior to an Entitlement Band's Shortfall Acres Acquisition Date: (a) the Trustees shall not mortgage, pledge, hypothecate or in any way encumber that portion of the Trust Property in the Trust Account or any interest therein, for any purpose whatsoever and, except as may be specifically authorized in the Trust Agreement, the Trustees shall not lend, invest, release, distribute or advance the Trust Property; and (b) except as may have been otherwise agreed pursuant to section 4.13, the Entitlement Bands shall not pledge, hypothecate, encumber or in any way deal with any Entitlement Monies that are on deposit in, or become due, are accruing due, or at any time become payable from, Canada or the Treaty Land Entitlement (Saskatchewan) Fund. 4.03 UPPER LIMIT ON PURCHASE PRICE OF LAND: Unless otherwise agreed in a Band Specific Agreement, no Purchase of Entitlement Land (which, for greater certainty, must include all Minerals and Improvements) shall be permitted prior to the Shortfall Acres Acquisition Date if the average Price per acre (including all amounts required to Purchase the associated Minerals and Improvements and to pay related Acquisition Costs) would exceed the result obtained, from time to time, by subtracting from the total amount of the Entitlement Band's Entitlement Monies the lesser of the two amounts calculated in respect of such Entitlement Band 36 pursuant to subparagraphs 4.01(b)(i) and (ii) (but only to the extent such amounts have actually been withdrawn from the Trust Account), and, thereafter, dividing such amount by the Entitlement Band's Shortfall Acres. 4.04 DEEMED PURCHASE EXPENDITURES: (a) Trust Property on deposit in the Trust Account which is expended on Acquisition Costs, the Purchase of Land, Minerals or Improvements, the satisfaction or accommodation of Occupants of Crown Land, Mineral Disposition Holders and Third Party Interest Holders, together with the costs of conducting feasibility studies, appraisals and environmental assessments (other than those costs to be incurred by Canada in accordance with subsection 11.07(a) hereof) shall be deemed for the purposes of section 4.03 and the Trust Agreement to have been spent for the Purchase of Land, Minerals and Improvements. (b) Notwithstanding subsection (a) above, to the extent any of the foregoing costs or expenditures have been paid by an Entitlement Band from its Revenue Trust Account, or with other monies not drawn on, or to be reimbursed from, its Trust Account, then such costs and expenditures shall be deemed, for the purposes of section 4.03 and the Trust Agreement, not to have been spent for the Purchase of Land, Minerals and Improvements. 4.05 PRINCIPLE UNDERLYING SALE OF CROWN LANDS: (a) Canada, Saskatchewan and the Entitlement Bands agree that, except as otherwise specifically provided herein, transactions involving the sale by Canada or Saskatchewan of federal or provincial Crown Lands (including federal or provincial Crown Improvements in respect thereof) shall be governed by the principle of "willing seller/willing buyer". (b) If an Entitlement Band indicates in writing that it wishes to Purchase any provincial or federal Crown Land or Crown Improvements pursuant to this Agreement, Canada and Saskatchewan agree to advise the Entitlement Band as soon as reasonably possible, but in any event within ninety (90) days of receipt of a written request containing a description that identifies the subject property, whether or not they are prepared to sell the said Crown Lands or Crown Improvements, and to identify any conditions precedent that must be satisfied by the Entitlement Band prior to the sale being finalized. (c) If Canada or Saskatchewan agree to sell any federal or provincial Crown Lands or Crown Improvements as aforesaid, then for a period of eighteen(18) months following delivery by Canada or Saskatchewan of a notification to the 37 Entitlement Band confirming their intention to sell, the identified Crown Lands or Crown Improvements shall be available for sale to the Entitlement Band, subject only to an agreement (or a determination hereunder) respecting the purchase price and satisfaction of any applicable conditions precedent. (d) During the eighteen (18) month period referred to in subsection (c), neither Canada nor Saskatchewan shall (other than for the benefit of the Entitlement Band) permit the sale of such federal or provincial Crown Lands or Crown Improvements, or grant any Third Party Interests in respect thereof without the prior written consent of the Entitlement Band, except: (i) any interests which any existing Third Party Interest Holder is entitled to pursuant to the terms of a contractual arrangement with Saskatchewan or Canada or pursuant to provincial legislation; (ii) Public Utility Easements; or (iii) any new Third Party Interest with 4 term of less than one (1) year. (e) In the event that Canada or Saskatchewan have agreed to sell any Crown Lands or Crown Improvements to an Entitlement Band, the purchase price shall be equal to the fair market value of the Crown Lands or Crown Improvements as determined by an independent appraiser. (f) The cost of an appraisal under subsection (e) shall be borne by the two parties equally. (g) Failing agreement between the parties as to the selection of an independent appraiser within thirty (30) days, the independent appraiser shall be appointed by the Chairperson of the Arbitration Board upon application by one or both of the parties. (h) In the event that the fair market value of Crown Lands or Crown Improvements has been determined by an independent appraiser, the purchase price as so determined shall be binding on the parties and, unless otherwise agreed in writing, the transaction of. Purchase and sale shall be concluded based on such determination within sixty (60) days of the date such appraisal is completed unless the Entitlement Band elects not to complete such Purchase at the price determined, in which case the Entitlement Band shall be obligated to forthwith cover all of the appraisal costs incurred. (i) Notwithstanding subsections (e) to (h) inclusive, the parties may agree on a purchase price without an appraisal. 38 4.06 SALE OF CROWN LAND: Subject to applicable law, each of Canada and Saskatchewan agrees to give favourable consideration to offers from an Entitlement Band to purchase federal or provincial Crown Land, including federal or provincial Crown Improvements thereon, and not to unreasonably withhold acceptance of the same, provided that nothing in this Agreement (with the exception of subsection 4.05(c) shall be interpreted as requiring Canada or Saskatchewan to sell or transfer any specific parcel of federal or provincial Crown Land (including Crown Improvements thereon) to, or for the benefit of, any Entitlement Band. 4.07 RESTRICTION ON THE SALE OF CERTAIN PROVINCIAL CROWN LAND: Notwithstanding section 4.06, provincial Crown Lands that are designated as the following, at the time an Entitlement Band indicates in writing to Saskatchewan its interest in Purchasing the said Lands, will only be sold by Saskatchewan under exceptional circumstances: (a) critical wildlife habitat lands under The Wildlife Habitat Protection Act, S.S. 1992, e. W-13.2; (b) heritage property under The Heritage Property Act S.S. 1979-80, c. H-2.2; (c) provincial parks, protected areas, recreation sites, historic sites and park land reserves under The Parks Act, S.S. 1986, e. P-1.1, or lands proposed for such designation; (d) ecological reserves under The Ecological Reserves Act S.S. 1979-80, e. E- 0.01, or lands proposed for such designation; (e) dedicated lands under The Planning and Development Act, 1983 S.S. 1983- 84, c. P-13.1; and (f) Provincial Highways which are "divided" or "paved". 4.08 CONSENT OF OCCUPANTS OF CROWN LAND: (a) Notwithstanding any other provision of this Agreement, but subject to subsections 4.08(b) and (c), occupied Crown Lands will not be made available for sale to an Entitlement Band unless the Occupants of Crown Land have given their written consent (or such other form of consent as may be acceptable to the owner of the Crown Lands) to the sale or transfer. 39 (b) Canada and Saskatchewan agree with the Entitlement Bands that in circumstances where an Entitlement Band is seeking to Purchase pastures established pursuant to the Prairie Farm Rehabilitation Act, R.S.C. 1985, c. P-17 ("P.F.R.A. Pastures"), or provincial community pastures, and: (i) at least seventy-five (75%) percent of such Occupants of Crown Land have consented to the sale; and (ii) the Entitlement Band has evidenced its willingness to act reasonably and in good faith to fairly compensate all of the occupants for the value of their interest or, alternatively, to enter into a binding agreement (subject to applicable federal legislation) with such Occupants of Crown Land to honour their interests; then Canada (in the case of P.F.R.A. Pastures under its sole administration and control), Canada and Saskatchewan (in the case of P.F.R.A. Pastures administered and controlled by Canada but in respect of which Saskatchewan has a reversionary interest), and Saskatchewan (in the case of provincial community pastures) may approve of the sale of the pasture to the Entitlement Band. Nothing in this section shall be deemed to preclude Canada from selling P.F.R.A. Pastures (which are owned, administered and controlled solely by Canada and in respect of which Saskatchewan has no reversionary interest) in the event that less than seventy-five (75%) percent of the affected Occupants of Crown Land have consented to such a sale. (c) Saskatchewan agrees that where an Entitlement band wishes to purchase provincial Crown Land that is covered by a Forest Management Licence Agreement, the purchase price shall be determined in accordance with subsection 4.09(b) and the consent of the licensee will not be required where Saskatchewan can, pursuant to the terms of the Forest Management Licence Agreement, withdraw the Lands from the area covered by a Forest Management Licence Agreement without the consent of the licensee provided that: (i) where Saskatchewan can withdraw the Lands without cost, no additional compensation shall be payable by the Entitlement Band; (ii) where Saskatchewan can withdraw the Lands without cost, other than the cost of providing alternate Land to the licensee where satisfactory alternate Land is available, no additional compensation shall be payable by the Entitlement Band; and (iii) where Saskatchewan cannot withdraw the Lands without paying compensation to the licensee, the Entitlement Band has agreed to pay 40 all compensation required to be paid to the licensee pursuant to the terms of such Forest Management Licence Agreement. 4.09 SALE OF NORTHERN CROWN LAND: Subject to subsection 4.05(a), but otherwise notwithstanding the other provisions of this Article, each of Canada and Saskatchewan agrees that the following principles apply to the determination of the purchase price of provincial or federal Crown Land in the Northern Administration District: (a) the basic purchase price shall be Thirty ($30.00) Dollars per acre, subject to the following exceptions: (i) the purchase price of Shore Land within fifty (50) kilometres of the boundary of an Urban Municipality or a Northern Municipality shall be Three Hundred ($300.00) Dollars per acre; and (ii) the purchase price of Shore Land not within fifty (50) kilometres of the boundary of an Urban Municipality or a Northern Municipality shall be One Hundred and Fifty ($150.00) Dollars per acre; (b) the purchase price of any provincial or federal Crown Land which is Productive Forest land shall be increased by the following amounts: (i) Lands within the "core area" covered by a Forest Management Licence Agreement, Eighteen ($18.00) Dollars per acre; (ii) Lands within the "reserve area" covered by a Forest Management Licence Agreement, Nine ($9.00) Dollars per acre; (iii) Lands not within the area covered by a Forest Management Licence Agreement, but within the area covered by a proposed Forest Management Licence Agreement or the commercial forest south of a line formed by the southern most boundary of the areas covered by Forest Management Licence Agreements and the areas covered by proposed Forest Management Licence Agreements (as determined by the Department of Natural Resources and indicated on a map of forest resources published by such Department from time to time) Eighteen ($18.00) Dollars per acre; and (iv) Lands not within the area covered by a Forest Management Licence Agreement or the area covered by a proposed Forest Management Licence Agreement, but within the commercial forest north of a line formed by the northern most boundary of the areas covered by existing Forest Management Licence Agreements and the areas covered by 41 proposed Forest Management Licence Agreements determined as above, Nine ($9.00) Dollars per acre; (c) notwithstanding subsections 4.09(a) and (b): (i) the parties agree that the purchase price of any Crown Improvements or Crown Minerals associated with such provincial or federal Crown Land shall be added to the price determined in this section in respect of Crown Land; and (ii) each of Canada and Saskatchewan agrees to sell all unimproved provincial or federal Crown Lands within a Northern Municipality at a price of Thirty ($30.00) Dollars per acre; (d) the prices for northern provincial and northern federal Crown Land (and related Productive Forest Land charges) set forth in this section shall, unless otherwise agreed to in writing among Canada, Saskatchewan and the Entitlement Bands, be in effect for a period of at least twelve (12) years from the Execution Date; (e) as soon as reasonably possible following the eleventh (11th) anniversary of the Execution Date, the parties agree to enter into good faith negotiations to determine what additional period of time, if any, the prices in this section 4.09 shall continue to be effective and what amendments, if any, are required thereto; and (f) in the event that the parties are unable to agree upon an extension of the applicable time period or any required amendments on or before the expiration of the twelve (12) year period referred to in subsection (d), then, unless otherwise agreed in writing among the parties, thereafter the determination of such value in respect of such northern Crown Lands shall be based on the fair market value thereof. 42 4.10 NORTHERN LAND AND IMPROVEMENTS: (a) The parties acknowledge that: (i) Land comprising certain Northern Municipalities may wholly, or substantially, become part of an Entitlement Reserve, and that it is in the interests of all parties that the Entitlement Band on whose behalf any such Entitlement Reserve is to be created is in a position to acquire certain Lands and Improvements located within the Northern Municipality in a manner and at a price that reflects the community nature of those Lands and Improvements; (ii) in addition to provincial Crown Lands and Crown Improvements located in such Northern Municipalities, many of the relevant Lands and Improvements may be the property of a Northern Municipality or a School Division operating within such Northern Municipality, but Saskatchewan has an interest in the valuation of those Lands and Improvements arising from its funding arrangements with such parties, and potential reversionary interests in law; (iii) certain non-Entitlement Reserve residents residing in or near such Northern Municipalities may also continue to require the use of, or should be entitled to the continued use of, certain of those Lands and Improvements; and (iv) Canada, Saskatchewan and/or an Entitlement Band may have contributed to the capital cost or maintenance of such Lands or Improvements. (b) Each of Canada and Saskatchewan agrees to give favourable consideration to offers from an Entitlement Band to Purchase provincial or federal Crown Land and Improvements in a Northern Municipality at a price that is agreeable to the Entitlement Band and Canada or Saskatchewan, and which takes into account the depreciated value of the Improvement, the remaining debt owing on the Improvement, the need to replace the Improvement and, in the case of Saskatchewan, the continuing services that the Entitlement Band will agree to provide to non-Entitlement Reserve residents after the transfer of such Crown Land or Improvements to the Entitlement Band; (c) Saskatchewan agrees that where an Entitlement Band wishes to purchase a school (including any associated Land or other Improvements) situated in a Northern Municipality, it will encourage the board of the relevant School Division to give favourable consideration to offers from the Entitlement Band to Purchase the school at a price that is agreeable to the Entitlement Band and the School Division, and which takes into account the depreciated value of the 43 school, the remaining debt owing on the school, the School Division's need to replace the school and provide alternate services to non-Entitlement Reserve residents after the transfer of the school to the Entitlement Band, contributions made by Canada, Saskatchewan and/or the Entitlement Band toward the capital cost of the school, (depreciated, when applicable, on the same basis as the value of the said school), existing and proposed tuition agreement arrangements (including any capital portion thereof) and the continuing services that the Entitlement Band will agree to provide to non-Entitlement Reserve residents; (d) Saskatchewan agrees that where an Entitlement Band wishes to Purchase Lands or Improvements owned by a Northern Municipality, it will encourage the Northern Municipality to give favourable consideration to offers from the Entitlement Band to Purchase the same at a price agreeable to the Northern Municipality and the Entitlement Band and which takes into account the depreciated value of the Improvement, the remaining debt owing on the Improvements, the Northern Municipality's need to replace the Lands or Improvements or provide alternate services to non-Entitlement Reserve residents after the transfer thereof to the Entitlement Band, contributions by Canada, Saskatchewan and/or the Entitlement Band toward the capital cost of the Lands or Improvements, (depreciated, when applicable, on the same basis as the value of the said Lands or Improvements), and the continuing services that the Entitlement Band will agree to provide to non-Entitlement Reserve residents after the transfer of such Lands or Improvements to the Entitlement Band; (e) in the event that there is any dispute in arriving at a mutually agreeable price pursuant to subsections (b) or (c) based on the foregoing criteria, then the same shall, at the option of the relevant Entitlement Band, Saskatchewan or the School Division be determined by the Arbitration Board; (f) in the event of a dispute between an Entitlement Band and a Northern Municipality, the same may, by agreement between the Northern Municipality and the Entitlement Band, be submitted for determination by the Arbitration Board; (g) in determining the purchase price of any Land or Improvements referred to in this section, the Arbitration Board shall utilize the criteria referred to in this section in respect of such assets, the provisions of subsection 4.10(a), and such other criteria as the Arbitration Board deems reasonable or appropriate; (h) the decision of the Arbitration Board shall be final and binding upon the parties; 44 (i) the Arbitration Board shall be empowered to make such orders respecting its determination as may be necessary to carry out its decision; (j) in the event that the owner of any Lands or Improvements is a Northern Municipality, or a School Division therein, Saskatchewan agrees to permit the affected Northern Municipality or School Division to negotiate and conclude the sale and transfer of such assets to the Entitlement Band in good faith and on terms and conditions acceptable to the Entitlement Band and such Northern Municipality or School Division without interference, provided that Saskatchewan may, at the request of any party, elect to facilitate such negotiations and provide such assistance and information as may be necessary or required and, in the case of a School Division asset, the completion of the sale shall be subject to approval by the Saskatchewan Minister of Education pursuant to section 350 of The Education Act R.S.S. 1978 (Supp.), c.. E-0.1; (k) for greater certainty, in the event any Entitlement Band Purchases any Land or Improvements from Saskatchewan, a Northern Municipality or a School Division which are located in a Northern Municipality, no portion of the purchase price shall relate, nor be payable, to Canada in respect of any capital or other contributions made by Canada in respect thereof; and (1) in the event that any Land or Improvements located in a Northern Municipality are owned by Canada and are under the administration of the Department, the same shall pass free of charge to an Entitlement Band upon creation of an Entitlement Reserve in respect thereof in accordance with the provisions of this Agreement respecting the creation of Entitlement Reserves. 4.11 LANDS TO BE PURCHASED BY THE ONION LAKE BAND: Notwithstanding the definition of "Entitlement Land" herein, after its Shortfall Acres Acquisition Date, Land, Minerals or Improvements Purchased by the Onion Lake Band in the Province of Alberta may be acquired as Entitlement Lands and thereafter be eligible to be set apart as a Reserve in the Province of Alberta according to Canada's policies respecting Reserve creation. 4.12 CONTINUATION OF FREEZE POLICY: (a) Saskatchewan, Canada and the Entitlement Bands acknowledge that the Entitlement Bands have, prior to the Execution Date, made certain selections of provincial Crown Lands (which Crown Lands shall, for the purposes of this section, be deemed to include all associated Crown Minerals and Crown Improvements) with the intention of having the same transferred to Entitlement Reserve status. 45 (b) Saskatchewan acknowledges that it has, with respect to such selections of provincial Crown Land, implemented a freeze policy pursuant to which it has not generally permitted the sale of the same, or granted any Third Party Interests or Mineral Dispositions in respect thereof. (c) Saskatchewan agrees that with respect to all Crown Lands which are subject, as at the Execution Date, to the freeze policy, it will not, for a period of one (1) year from the Execution Date, permit the sale of such Lands, or grant any Third Party Interests or Mineral Dispositions in respect thereof, without the written consent of the relevant Entitlement Band, save and except for: (i) such interests as any existing Third Party Interest Holder or Mineral Disposition Holder may now be entitled to pursuant to the terms of its contractual arrangement with Saskatchewan, provincial legislation or the policy of Saskatchewan; (ii) Public Utility Easements; or (iii) any new Third Party Interest with a term not exceeding one (1) year. (d) Each of the Entitlement Bands agrees to notify Saskatchewan in writing, within one (1) year of the Execution, Date, which of the Lands subject to the freeze policy (on behalf of such Entitlement Band) the Entitlement Band wishes to Purchase from Saskatchewan, to the extent only of the Entitlement Band's Equity Quantum or Saskatchewan Formula Quantum, whichever is greater. (e) If an Entitlement Band has not entered into a Band Specific Agreement prior to the expiration of the one (1) year time period referred to in subsection (d), Saskatchewan agrees that subsection (c) will continue to apply to the Lands selected by the Entitlement Band pursuant to subsection (d) until the earlier of the date that the Entitlement Band signs a Band Specific Agreement or three (3) years from the Execution Date. (f) If an Entitlement Band has entered into a Band Specific Agreement at or prior to the expiration of the one (1) year time period referred to in subsection (d), or thereafter enters into a Band Specific Agreement, the provisions of sections 4.05 and 5.03 apply with respect to the Purchase of the Lands, Minerals and Improvements from the time referred to in subsection (d) or the date of the Band Specific Agreement, as the case may be. (g) The Entitlement Bands agree that Canada has not yet determined whether any of the current selections of Entitlement Land (including Minerals and Improvements) made by Entitlement Bands are, or will hereafter be, eligible for Reserve or Entitlement Reserve status, and further agree that in the event of any dispute between Entitlement Bands as to availability of any Land, Minerals 46 or Improvements now or hereafter selected, resolution of such disputes shall be determined solely by the Entitlement Bands involved. 4.13 ASSISTANCE WITH CERTAIN FINANCIAL ARRANGEMENTS: (a) Subject always to compliance with the other provisions of this Agreement, prior to an Entitlement Band's Shortfall Acres Acquisition Date, Canada agrees with the Entitlement Bands to give favourable consideration to financial arrangements designed to assist an Entitlement Band to immediately acquire Entitlement Land, provided that any such financial arrangements: (i) are made with the prior written consent of, and upon appropriate prior consultation with Canada; (ii) do not involve the payment of Entitlement Monies by Canada during any period extending past the last date on which Canada and Saskatchewan are scheduled to make any payment of Entitlement Monies to the Treaty Land Entitlement (Saskatchewan) Fund; (iii) are designed to assist the Entitlement Band in receiving unencumbered title to Land, Minerals or Improvements that will, upon Purchase, be readily available for Entitlement Reserve creation; (iv) unless otherwise agreed, involve an irrevocable direction acceptable to Canada, acting reasonably, from the Entitlement Band to Canada pursuant to which Canada is directed to pay some portion of its then remaining payments scheduled to be made to the Entitlement Band under Article 3, directly to a third party on behalf of the Entitlement Band; (v) are structured in such a way that Canada is satisfied, acting reasonably, that the Entitlement Band will be able to attain its Shortfall Acres Acquisition Date and otherwise be in a position to comply with the provisions of this Agreement, its Trust Agreement and Band Specific Agreement; and (vi) call for the payments by Canada to such a third party being made at the same time that payments to the Entitlement Band are otherwise being made by Canada hereunder. (b) From and after an Entitlement Band's Shortfall Acres Acquisition Date, Canada agrees to continue to give favourable consideration to the financial 47 arrangements referred to as aforesaid, provided that the conditions referred to in subparagraphs (a)(i), (ii), (i) and (vi) are complied with. 48 ARTICLE 5 MINERALS 5.01 SHORTFALL ACRES TO INCLUDE ALL MINERALS: The Entitlement Bands agree that, prior to their Shortfall Acres Acquisition Date, all Entitlement Land Purchased shall include all Minerals and shall be free and clear of all Mineral Dispositions and, in the case of Land in respect of which all the underlying Minerals are owned by the provincial or federal Crown, such Minerals shall not, in the case of provincial Crown Minerals, be the subject of any Public Purposes Plan. 5.02 LAND EXCEEDING SHORTFALL ACRES: From and after an Entitlement Band's Shortfall Acres Acquisition Date, the surface of Land may be Purchased without acquiring all, or any, of the underlying Minerals, provided, however, eligibility of such Land for creation as an Entitlement Reserve shall be subject to the terms and conditions of this Article and Article 11. 5.03 CERTAIN CROWN OWNED MINERALS: (a) Canada and Saskatchewan agree to give favourable consideration to offers from or on behalf of the Entitlement Bands to Purchase federal or provincial Crown Minerals which are subject to a Mineral Disposition, provided that each Mineral Disposition Holder consents to such Purchase. (b) The method of payment, availability of Minerals for Purchase and the disposition of such Minerals by Canada or Saskatchewan shall be governed by the provisions of this Article and, for greater certainty, the provisions of sections 5.07 and 5.08 shall apply to Minerals in respect of which Canada is the Fee Simple Mineral Owner, subject to such changes to sections 5.07 and 5.08 as are necessary in the circumstances to accommodate Canada's ownership interest. Nothing herein (except in subsection 5.03(d)) shall be interpreted as requiring Canada or Saskatchewan to sell any Crown Minerals. (c) If an Entitlement Band indicates in writing that it wishes to Purchase any provincial or federal Crown Minerals pursuant to this Agreement, Canada and Saskatchewan agree to advise the Entitlement Band as soon as reasonably possible, but in any event within ninety (90) days of receipt of such a written request containing a description that identifies the subject property, whether or not they are prepared to sell the said Crown Minerals and to identify any conditions precedent that must be satisfied by the Entitlement Band prior to the sale being finalized. 49 (d) If Canada or Saskatchewan agree to sell any Crown Minerals as aforesaid then for a period of eighteen (18) months following delivery by Canada or Saskatchewan of a notification to the Entitlement Band confirming their intention to sell, the identified Crown Minerals shall be available for sale to the Entitlement Band subject to an agreement (or a determination under this Agreement) respecting the purchase price and the satisfaction of any identified conditions precedent. (e) During the period referred to in subsection (d), Canada and Saskatchewan agree that they shall not (other than for the benefit of the Entitlement Band) sell or transfer any interest in, grant any Mineral Disposition, or establish any Public Purpose, in respect of any such Crown Minerals without the Entitlement Band's prior written consent, except any interests which any existing Mineral Disposition Holder is entitled to pursuant to the terms of the Mineral Disposition or provincial legislation. (f) In the event that Canada or Saskatchewan have agreed to sell any Crown Minerals to an Entitlement Band, the purchase price of such Minerals shall be determined by an independent appraiser in accordance with section 5.06. (g) Each of the Entitlement Band and the vendor of the Crown Land shall be entitled to submit any relevant information to the independent appraiser to assist in the determination of the purchase price of the Crown Minerals. (h) The cost of an appraisal under subsection (f) shall be borne by the two parties equally. (i) Failing agreement between the parties as to the selection of an independent appraiser to determine the purchase price within thirty (30) days, the independent appraiser shall be appointed by the Chairperson of the Arbitration Board upon application by one or both of the parties. (j) In the event that the purchase price of Crown Minerals has been determined by an independent appraiser, the purchase price as so determined shall be binding upon the parties and, unless otherwise agreed in writing, the transaction of purchase and sale shall be concluded based on such determination within sixty (60) days of the date such appraisal is completed unless the Entitlement Band elects not to complete such Purchase at the price determined in which case the Entitlement Band shall be obligated to forthwith cover all of the appraisal costs incurred. (k) Notwithstanding subsections (f) and the parties may agree on a price without an appraisal. 50 5.04 TRANSFER OF CERTAIN MINERALS BY SASKATCHEWAN AND CANADA WITHOUT COMPENSATION: (a) In respect of all Entitlement Land up to and including an Entitlement Band's Equity Quantum or Saskatchewan Formula Quantum, whichever is greater: (i) where Saskatchewan is the Fee Simple Mineral Owner of any Undisposed Minerals underlying such Entitlement Land, Saskatchewan shall, without compensation, transfer such Undisposed Minerals to Canada for the benefit of the Entitlement Band effective upon creation of the Entitlement Reserve; (ii) where Saskatchewan at any time becomes the Fee Simple Mineral Owner of any Undisposed Minerals underlying an Entitlement Reserve, Saskatchewan shall, without compensation, promptly transfer the same to Canada for the benefit of the Entitlement Band; (iii) notwithstanding subparagraph (i), but subject to subparagraph (iv), where Saskatchewan is the Fee Simple Mineral Owner of any Undisposed Minerals underlying Entitlement Land which are required for Public Purposes, Saskatchewan shall not be required to transfer such Undisposed Minerals to Canada for the benefit of the Entitlement Band; (iv) where Saskatchewan is the Fee Simple Mineral Owner of any Minerals which were, as at the date that such Entitlement Land was Purchased, withheld by Saskatchewan for Public Purposes but any of such Minerals have subsequently ceased to be necessary for Public Purposes, Saskatchewan shall, without compensation, promptly transfer such Minerals to Canada for the benefit of the Entitlement Band; (v) Saskatchewan shall, upon a written request from an Entitlement Band, advise the Entitlement Band of the existence (or non-existence) of a Public Purposes Plan in respect of any particular Undisposed Minerals as soon as reasonably possible, but in any event within thirty (30) days of receipt by Saskatchewan of such a request; (vi) In the event of a dispute between Saskatchewan and an Entitlement Band as to whether any Undisposed Minerals underlying Land were the subject of a Public Purposes Plan: (A) as of the date that Saskatchewan received written notice from an Entitlement Band that the Land was the subject of an Agreement to Purchase with a third party; or 51 (B) in the case of provincial Crown Lands, as of the date that the Entitlement Bands have made a request to Saskatchewan pursuant to subparagraph 5.04(a)(v); shall be referred to the Arbitration Board for resolution in accordance with Article 19; and (vii) where Canada is, or at any time becomes, the Fee Simple Mineral Owner of any Undisposed Minerals underlying Entitlement Land, Canada agrees to set apart such Undisposed Minerals as part of the Entitlement Reserve without compensation. (b) Crown Minerals which are, or were, the subject of a Mineral Disposition shall be deemed to be Undisposed Minerals in the following circumstances: (i) when the Disposition Holder does not exercise, within the time frame permitted pursuant to the Mineral Disposition, any available option to renew the Mineral Disposition; (ii) when the Mineral Disposition Holder abandons the Mineral Disposition; (iii) if the Mineral Disposition Holder fails to produce or extract the Mineral which is the subject of the Mineral Disposition for a period of time which would, under the terms of the Mineral Disposition, permit Saskatchewan or Canada to terminate the Mineral Disposition or refuse to renew the same; or (iv) the term of the Mineral Disposition, including all renewals, has expired. (c) Notwithstanding subsection (b), Minerals shall be deemed not to be Undisposed Minerals in the following circumstances: (i) where the Mineral Disposition Holder has surrendered the Mineral Disposition pursuant to an agreement, contract, undertaking or informal understanding between such Mineral Disposition Holder and an Entitlement Band and/or Canada, on the basis that a Replacement Mineral Disposition is to be granted or entered into at a future date under applicable federal legislation; (ii) in the case of provincial Crown Minerals, where the Mineral Disposition Holder has defaulted under the terms of the Mineral Disposition in which case Saskatchewan shall have five (5) years from the date of default in which to grant a further Mineral Disposition in 52 respect of such Mineral on terms and conditions generally available in the industry at such time (including renewals thereunder), failing which the Mineral shall be deemed to be an Undisposed Mineral; (iii) Saskatchewan is the Fee Simple Mineral Owner of the Minerals in question and the same are the subject of an existing trust agreement or trust certificate; or (iv) any provincial Crown Minerals subject to a gas storage agreement. (d) In any case where Minerals are deemed not to be Undisposed Minerals through the operation of subparagraph (c)(ii), the same shall be made available for Purchase by the Entitlement Band pursuant to section 5.03. (e) Saskatchewan agrees that it will, upon the request of an Entitlement Band, transfer to Canada for the benefit of the Entitlement Band, all those provincial Crown Minerals underlying the Entitlement Reserve: (i) for which a title can lawfully be issued; (ii) that are not subject to a Mineral Disposition provided that the legally enforceable existing rights, obligations and priorities of any Mineral Disposition Holder with an interest in any other Minerals underlying the Entitlement Reserve are maintained; (iii) that are not required for Public Purposes; and (iv) that are not subject to a gas storage agreement. 5.05 SURFACE ACCESS: The Entitlement Bands agree that, from and after their Shortfall Acres Acquisition Date, where Entitlement Land has been Purchased and all Minerals have not been Purchased or all Mineral Dispositions have not been removed, or arrangements satisfactory to Canada, the Entitlement Band and the Mineral Disposition Holder have not been made for the surrender of the Mineral Disposition and recreation thereof pursuant to applicable federal legislation prior to the date upon which such Entitlement Land is to be set apart as an Entitlement Reserve, the parties agree that the following conditions will apply in respect of any such Minerals or Mineral Dispositions, namely: (a) the Entitlement Land will not be set apart as an Entitlement Reserve until: 53 (i) where there is a Surface Lease, the Entitlement Band has, subject to the requirements of the Act and any other applicable federal legislation, entered into an agreement to honour the same; (ii) where such Mineral Disposition consists of an interest held by a Fee Simple Mineral Owner or Disposition Holder but there are no existing Surface Leases granting surface access, the Entitlement Band has, pursuant to applicable federal legislation, entered into an agreement with any Fee Simple Mineral Owners or Mineral Disposition Holders to provide surface access to such Persons and their duly authorized servants and agents; (iii) where any Fee Simple Mineral Owner or Mineral Disposition Holder cannot, after reasonable efforts by the Entitlement Band, be located or, having been located, indicates unwillingness to enter into an agreement with respect to surface access then, subject to applicable federal legislation, the Entitlement Band shall execute and deliver to Canada a binding agreement or undertaking (together with a Band Council Resolution approving the same) which permits issuance by the Minister, after the creation of the Entitlement Reserve, of an appropriate permit or other right under federal legislation to ensure surface access to such Mineral Disposition Holder or Fee Simple Mineral Owner; (b) subject to applicable federal legislation, the provisions of section 5.05 shall no longer be applicable if Canada enacts legislation to provide for mechanisms which ensure surface access to a Fee Simple Mineral Owner or a Mineral Disposition Holder in respect of Entitlement Reserves on terms and conditions similar to those contained in The Surface Rights Acquisition and Compensation Act, R.S.S. 1978, c. S-65; and (c) notwithstanding subsections 5.05(a) and (b), but subject to applicable federal legislation, the Entitlement Band may enter into any binding agreement with a Mineral Disposition Holder or any Fee Simple Mineral Owner respecting surface access which meets the needs and objectives of the parties. 5.06 VALUATION OF MINERALS: (a) The independent appraiser selected or appointed pursuant to section 5.03 shall determine the purchase price of Crown Minerals which Saskatchewan has agreed to sell to an Entitlement Band by determining the net present day value to Saskatchewan of the Provincial Mineral Revenues that Saskatchewan would have earned if not for the transfer of the Minerals to the Entitlement Band. 54 (b) The independent appraiser shall determine the projected production of the provincial Crown Minerals and the projected price of those Crown Minerals by reference to standards accepted by the industry involved in the extraction of that particular Mineral. (c) The independent appraiser shall apply a discount factor equivalent to the cost of borrowing of Saskatchewan or the rate of return upon investments made by Saskatchewan, at the time of the determination, whichever more appropriately reflects the loss of Provincial Mineral Revenues that Saskatchewan will incur as a result of the transfer of the provincial Crown Minerals to the Entitlement Band. (d) In the event of a determination by the independent appraiser in respect of any federal Crown Minerals, the purchase price shall, unless otherwise agreed, be equal to the fair market value thereof. 5.07 NON-CONSENT OF A DISPOSITION HOLDER: (a) Notwithstanding subsection 5.03(a), where Saskatchewan is the Fee Simple Mineral Owner of Minerals underlying Entitlement Lands which it does not hold in trust pursuant to an existing trust agreement or trust certificate for any Person, but a Mineral Disposition Holder does not consent to the sale of such Minerals to an Entitlement Band, Saskatchewan agrees that it will give favourable consideration to the Purchase of its interest notwithstanding the lack of consent by the Mineral Disposition Holder provided an Agreement to Purchase has first been entered into among Canada, Saskatchewan and the Entitlement Band containing the following terms and conditions, together with others that the parties may agree upon: (i) the purchase price for the said Minerals shall, unless otherwise agreed, be paid to Saskatchewan upon the signing of the Agreement to Purchase the same; (ii) Saskatchewan will agree to transfer the Minerals to Canada for the benefit of the Entitlement Band forthwith upon the expiration or termination of the interest held by the Mineral Disposition Holder that failed or refused to consent to the gale of the Minerals to the Entitlement Band; (iii) Saskatchewan will pay to the Entitlement Band (or to Canada in the event the surface of the Entitlement Land is held in the name of Canada) for the use and benefit of the Entitlement Band, all Provincial Mineral Revenues actually paid to Saskatchewan in respect of the said Minerals between the date of the signing of the agreement referred to 55 in subparagraph 5.07(a)(i) and the date of the transfer of Minerals referred to in subparagraph 5.07(a)(ii), minus an agreed-upon fee for administration not to exceed five (5%) percent of such Provincial Mineral Revenues; and (iv) in the event of a default by the Mineral Disposition Holder, Saskatchewan agrees to take all reasonable steps, to collect any unpaid Provincial Mineral Revenues owing by such Mineral Disposition Holder to Saskatchewan pursuant to the terms of the Mineral Disposition. (b) In any case where subsection (a) is applicable, Canada agrees that any Provincial Mineral Revenues transferred to Canada for the benefit of an Entitlement Band pursuant to subsection, 5.07(a) will not be considered to be revenues of Saskatchewan for the purpose of calculating any entitlement which Saskatchewan might have to equalization payments or for the purposes of other federal-provincial fiscal arrangements whatsoever. 5.08 TRANSFER OF PROVINCIAL CROWN MINERALS IN CERTAIN CIRCUMSTANCES: (a) Where Saskatchewan is the Fee Simple Mineral Owner of any Minerals underlying Entitlement Lands which it does not hold in trust pursuant to an existing trust agreement or trust certificate for any Person which are subject to a Mineral Disposition and the Entitlement Band indicates that it wishes to Purchase the Minerals and to pay for the Minerals out of the future revenue to be earned from those Minerals, Saskatchewan will transfer the Minerals to Canada, unencumbered, effective upon the Entitlement Reserve creation provided: (i) the Mineral Disposition Holder has agreed to surrender its Mineral Disposition and accept a Replacement Mineral Disposition; and (ii) Canada agrees to take all necessary steps to create a Replacement Mineral Disposition and, pursuant thereto, to remit to Saskatchewan, from those amounts received by Canada from the Mineral Disposition Holder, an amount equivalent to the Provincial Mineral Revenues which would have otherwise been payable to Saskatchewan (based upon actual production by such Mineral Disposition Holder) had the Minerals which are the subject of the Replacement Mineral Disposition not been transferred to Canada. 56 (b) In the event that the Mineral Disposition Holder defaults under the terms of the Replacement Mineral Disposition, Canada and the Entitlement Bands agree: (i) to immediately advise Saskatchewan of the default; (ii) to take all reasonable steps to collect the amounts due from the Mineral Disposition Holder and to pay therefrom an amount up to (but not exceeding) the Provincial Mineral Revenues owing by Canada to Saskatchewan pursuant to subparagraph 5.08(a)(ii) to the date the Replacement Mineral Disposition is terminated; and (iii) upon request of Saskatchewan, to take steps to cancel the Replacement Mineral Disposition if the default has not been remedied prior to receipt of such request from Saskatchewan. (c) In the event that the Replacement Mineral Disposition is terminated as a result of the default by the Mineral Disposition Holder, any of Canada, Saskatchewan or the Entitlement Band may arrange for a new Replacement Mineral Disposition and Canada agrees to grant the new Replacement Mineral Disposition on terms and conditions generally available in the industry at the time and for a period of time, including associated rights of renewal, similar to those that had been contained in the original Mineral Disposition. In such an event, Canada agrees to take all necessary steps to create a new Replacement Mineral Disposition and thereafter the obligations of Canada, as outlined under subsections 5.08(a) and (b), shall thereafter continue in respect of the new Replacement Mineral Disposition. (d) In the event that arrangements for a new Replacement Mineral Disposition have not been made within five (5) years from the date of termination of a Replacement Mineral Disposition as provided under subsection (b), no further payments shall be required to be made by Canada to Saskatchewan in respect thereof and Saskatchewan shall forthwith cease to have any rights or beneficial interest in respect of the affected Minerals or potential revenues derived therefrom. (e) Saskatchewan agrees to promptly notify Canada of any changes from time to time in the royalties, taxes and rents which form the basis for the calculation of Provincial Mineral Revenues unless, pursuant to applicable federal legislation, such changes are deemed to apply to the Replacement Mineral Disposition without notice. (f) The terms of any Replacement Mineral Disposition shall include, unless otherwise agreed among Canada, Saskatchewan and the Entitlement Band, provisions which: 57 (i) to the extent reasonably possible coincide with the term of the Mineral Disposition including all available renewals; (ii) automatically increase the amounts otherwise payable by the Mineral Disposition Holder pursuant to the Replacement Mineral Disposition in accordance with any increases in the royalties, taxes and rents which form the basis for calculation of the Provincial Mineral Revenues; and (iii) automatically terminate the Replacement Mineral Disposition not more than sixty (60) days following any default in payment of any amounts due to be paid by the Disposition Holder to Canada pursuant to the terms thereof. (g) In the event that Canada is entitled, pursuant to the terms of the Replacement Mineral Disposition, to receive amounts which exceed the Provincial Mineral Revenues, then such excess amounts, if any, shall be received by Canada for the use and benefit of the Entitlement Band. 5.09 EXISTING SURFACE OR MINERAL LEASES: (a) During the period when Entitlement land is held in the name of Canada until such Entitlement Land becomes Entitlement Reserve the Entitlement Bands and Canada agree that, save and except for any amounts payable to Saskatchewan as contemplated in section 5.08, it is their common intention and understanding that the revenues received by Canada pursuant to any Surface Lease or Mineral Disposition shall be utilized by Canada for the use and benefit of the Entitlement Band. (b) Canada agrees that it will honour the terms of all Surface Leases or Mineral Dispositions affecting Entitlement Land during the period when such Entitlement Land is held in the name of Canada until the same is set apart as an Entitlement Reserve. 5.10 JOINT PRODUCTION AGREEMENTS: (a) In any case where Minerals which are subject to a Mineral Disposition are Purchased, Canada agrees that it shall not set apart the Entitlement Land as an Entitlement Reserve until the Entitlement Band has, subject to the requirements of applicable federal legislation, entered into an agreement to honour the terms of all Joint Production Agreements. (b) Notwithstanding the foregoing, an Entitlement Band may, subject to the requirements of the Act, enter into an agreement with all parties to existing 58 Joint Production Agreements which meets the needs and objectives of all parties thereto. 5.11 OIL AND GAS/MINING: (a) Subject to subsection (b), Canada and each of the Entitlement Bands agree that they will not authorize or permit the production or disposition of oil or gas underlying an Entitlement Reserve except in accordance with the requirements of section 4 of the Indian Oil and Gas Regulations, C.R.C. 1978, c. 963. (b) If the requirements of section 4 of the said Indian Oil and Gas Regulations are amended or repealed, in whole or in part, then, subject to enactment of amending or replacement federal legislation relating to the production of oil and gas situate on Entitlement Reserve land, Canada, Saskatchewan, and the Entitlement Band agree to enter into good faith negotiations to alter the obligations of Canada and the Entitlement Band under subsection (a). (c) Subject to subsection (d), Canada and each of the Entitlement Bands agree that they will not authorize or permit the production or disposition of Minerals (other than oil or gas) underlying an Entitlement Reserve except in accordance with the requirements of section 4 of the Indian Mining Regulations, C.R.C. 1978, c. 956. (d) If the requirements of section 4 of the said Indian Mining Regulations are repealed, in whole or in part, then subject to enactment of amending or replacement federal legislation relating to the extraction of Minerals located on Entitlement Reserve land, Canada, Saskatchewan, and the Entitlement Band agree to enter into good faith negotiations to alter the obligations of Canada and the Entitlement Band under subsection (c). 5.12 PURCHASE OF FREEHOLD AND FEDERAL CROWN MINERALS ONLY: The parties agree that, from and after an Entitlement Band's Shortfall Acres Acquisition Date, freehold or federally held Minerals, or any interest therein, may he Purchased without the Entitlement Band having to Purchase the surface of the Land. In such an event, the Entitlement Bands agree that such Minerals, or any interest therein, shall not be set apart as an Entitlement Reserve unless ownership of all accompanying Land has been acquired in the form required pursuant to this Agreement. 59 ARTICLE 6 WATER 6.01 WHOLLY ENCLOSED WATERBODIES: (a) If a surface or subsurface Waterbody is wholly enclosed within the boundaries of any Entitlement Lands and has no Discernible Surface Outlet beyond the boundaries of the Entitlement Lands, Saskatchewan shall, without compensation, transfer to Canada all water, beds and shores of that Waterbody, effective upon creation of the Entitlement Reserve with respect to those Entitlement Lands. (b) For the purposes of this Article, ownership of Road Allowances intersecting a Waterbody shall not be considered in determining whether or not a Waterbody is wholly enclosed within Entitlement Land. 6.02 TRANSFER OF BEDS AND SHORES IN CERTAIN CIRCUMSTANCES: Saskatchewan agrees to give favourable consideration to offers from an Entitlement Band to Purchase the beds and shores of any Waterbody adjacent to Entitlement Land. Nothing in this Agreement shall be interpreted as requiring Saskatchewan to sell the beds and shores of such Waterbodies. 6.03 RESERVE BOUNDARIES: Where Entitlement Land adjacent to a Waterbody is set apart as an Entitlement Reserve, the parties agree that: (a) the boundary of the Entitlement Reserve shall be the ordinary high water mark for such Waterbody; (b) the Entitlement Reserve shall not include within its boundaries any portion of the bed or the shore of the Waterbody below the ordinary high water mark unless Saskatchewan has expressly agreed to transfer the beds and shores in accordance with section 6.02; and (c) subject to compliance with the Navigable Waters Protection Act, R.S.C. 1985 c. N.-22, the Entitlement Band shall have the right to place a dock, wharf or pier on the bed of the Waterbody along the boundary of any such Waterbody which is adjacent to an Entitlement Reserve, without needing to obtain any licence or to pay any fee or compensation whatsoever. 60 6.04 RIPARIAN RIGHTS: The Entitlement Band shall, immediately upon creation of an Entitlement Reserve, have full common law riparian rights with respect to the use and occupation of that Entitlement Reserve adjacent to a Waterbody, but, for greater certainty, the principle of ad medium filium aquae shall be inapplicable unless the affected beds and shores have otherwise been acquired by the Entitlement Band under section 6.02. 6.05 NON-ENFORCEMENT OF RIPARIAN RIGHTS IN CERTAIN CASES: (a) Where an Entitlement Reserve is established adjacent to a Waterbody, the Entitlement Bands agree with Canada and Saskatchewan that the common law riparian rights referred to in section 6.04 shall be unenforceable by injunction, mandamus, prohibition, or similar prerogative writ for the purposes of preventing or delaying any Water Project provided that: (i) Canada, and any Entitlement Band whose common law riparian rights have been affected, were notified at least six (6) months in advance of any decision in relation to the approval of any Water Project; and (ii) any Entitlement Band whose common law riparian rights have been affected by any such Water Project shall have been afforded active and meaningful participation in any decision by a decision making authority concerned with the approval or operation of any such Water Project. (b) The parties agree that nothing in this section limits the right of an Entitlement Band to seek or obtain monetary compensation from Saskatchewan (including costs associated with obtaining such compensation) for damages suffered as the result of any interference with, loss of, or damage to, an Entitlement Band's common law riparian rights. 6.06 ENVIRONMENTAL ASSESSMENTS AND CONSIDERATION OF INDIAN USE: (a) Where any Water Project may, in the opinion of an Entitlement Band, reasonably be expected in a discernible way to adversely affect an Entitlement Band's common law riparian rights, the Entitlement Band and Canada and/or Saskatchewan, as the case may be, agree to jointly review or, if applicable, jointly conduct any environmental impact assessments or other studies concerning the effects, or possible effects, of any Water Project as may be statutorily required. 61 (b) Canada and/or Saskatchewan, as the case may be, agree to jointly review or, if applicable, jointly conduct the same with the affected Entitlement Bands in a manner which takes due consideration of the Entitlement Bands' riparian rights and usage of any affected Waterbody by the Entitlement Bands, or the Members of such Entitlement Bands, for hunting, fishing, trapping, gathering or other traditional uses. 6.07 AGREEMENT AMONGST PARTIES: Notwithstanding any other provision of this Article, but subject to applicable legislation, Saskatchewan and any Entitlement Band may enter into a Co-Management Agreement concerning the management and use of all or any portion of a particular Waterbody adjacent to an Entitlement Reserve (including its water, bed and shore) affecting the Entitlement Band's common law riparian rights, which meets the needs and objectives of all parties. 6.08 CO-MANAGEMENT AGREEMENT: (a) The Co-Management Agreement shall address matters affecting, in a discernible way, the quantity, quality, or rate of flow of waters in a Waterbody in respect of which an Entitlement Band has riparian rights and may provide for any matters related to the use, management or development. of the Waterbody. In particular, such an agreement may provide for the following: (i) the establishment of a process for the exchange of information and consultations between the affected Entitlement Band and Saskatchewan (and, where necessary, Canada) with respect to those Waterbodies and Water Projects; (ii) the establishment of a process for the active and meaningful participation by the Entitlement Band in the decision making process with respect to the approval or disapproval of Water Projects; and (iii) the establishment of a Co-Management Board to make binding decisions with respect to Waterbodies and Water Projects. (b) In no event shall the entering into of a Co-Management Agreement be a condition precedent to the sale of any Crown Land, Minerals or Improvements hereunder. 62 6.09 CO-MANAGEMENT BOARD: In the event that the Entitlement Band and Saskatchewan agree pursuant to a Co- Management Agreement that a Co-Management Board be established, the following principles shall apply: (a) the Entitlement Band and Saskatchewan shall be represented on the Co- Management Board by an equal number of members except in cases where the interest of the Entitlement Band vis-a-vis the interest of other users of the water does not warrant equal representation, in which case the respective representation of the Entitlement Band and Saskatchewan on the Co- Management Board shall be agreed upon by the Entitlement Band and Saskatchewan; (b) in the event that there is no agreement on the representation of the Entitlement Band and Saskatchewan on the Co-Management Board, it shall be referred to the Arbitration Board; and (c) the Co-Management Board shall have the authority to review and either approve, wholly or on terms and conditions, or disapprove, of any Water Project within its jurisdiction. 6.10 MINISTER'S CONSENT MAY BE REQUIRED: Subject to applicable legislation, each of the Entitlement Bands and Saskatchewan acknowledge that the Minister's consent may be required pursuant to the Act to give effect to any Co-Management Agreement. To the extent such consent is required, each of the Entitlement Bands and Saskatchewan agree that such consent shall be obtained prior to execution and delivery of any Co-Management Agreement. 6.11 NO EFFECT ON TREATY RIGHTS: Any provision of this Article which is found by a court of competent jurisdiction to conflict with or derogate from Treaty rights of any Entitlement Band or its Members shall, to the extent of such conflict or derogation, be deemed to be null and void and of no further force or effect whatsoever. 63 ARTICLE 7 PROVINCIAL ROADS 7.01 TRANSFER SUBJECT TO AGREEMENT: The parties agree that the transfer of administration and control of Provincial Roads from Saskatchewan to Canada to be set apart as an Entitlement Reserve shall in all cases be the subject of a separate agreement among the Entitlement Band, Saskatchewan, Canada and the Rural Municipality, Northern Municipality or Urban Municipality within which the Provincial Road is located. 7.02 PRINCIPLES OF AGREEMENT: Subject to section 7.05 hereof, where the parties agree to enter into an agreement pursuant to section 7.01, the following principles will be applicable to such an agreement: (a) Where only one side of a Provincial Road is immediately adjacent to an Entitlement Reserve, it will not normally be transferred. (b) Where a Provincial Road is bounded on both sides by a Reserve and/or an Entitlement Reserve and will be used primarily to provide access to locations within an Entitlement Reserve or Entitlement Land, Saskatchewan will, upon request, transfer administration and control of that portion of the Provincial Road to Canada to be set apart as an Entitlement Reserve provided: (i) there is an agreement outlining the compensation, if any, to be paid to Saskatchewan by the Entitlement Band in respect of such portion of the Provincial Road; (ii) where necessary, an arrangement has also been made (pursuant to applicable federal legislation where necessary) to ensure a continued right of public passage in respect of such Provincial Road. (c) Where an Undeveloped Road Allowance is bounded on both sides by Reserve and/or Entitlement Reserve Land, Saskatchewan shall, upon request and without compensation, transfer the administration and control of Undeveloped Road Allowances to Canada to be set apart as an Entitlement Reserve on the following conditions: 64 (i) that if Saskatchewan requests the return of any such Undeveloped Road Allowance for use by the general public as a road, or for a transmission line, distribution line or similar facility on behalf of a Public Utility Company, the Undeveloped Road Allowance, or such interest in it as is necessary to enable Saskatchewan to fulfil any such purpose, shall be returned to Saskatchewan without compensation and the Entitlement Band agrees that, upon Canada's request, it will promptly provide its consent; (ii) where a re-transfer of any Undeveloped Road Allowance referred to in subparagraph (c)(i) above cannot be complied with because Improvements have been placed on all or a portion of the Undeveloped Road Allowance, or are located immediately adjacent thereto, and the said Improvements cannot easily be relocated, the Entitlement Band agrees that alternate Land suitable for the requirements of Saskatchewan shall be provided to Saskatchewan and that such alternate Land shall, with the Governor-In-Council's consent if required, be transferred to Saskatchewan without compensation and the Entitlement Band agrees that, upon Canada's request, it will promptly provide its consent to the transfer; (iii) notwithstanding subparagraphs (c)(i) and (ii) above, in the event the Undeveloped Road Allowance has been improved or developed as a road at the expense of Canada and/or the Entitlement Band, the same shall only be transferred. to Saskatchewan upon payment by Saskatchewan of fair mark et value compensation to Canada and/or the Entitlement Band in respect of such improvements or developments; (iv) failing agreement between the parties, the determination as to: (A) whether Improvements located on or immediately adjacent to an Undeveloped Road Allowance can be easily relocated; and/or (B) the fair market compensation to be paid to Canada and/or an Entitlement Band in respect of Improvements or developments respecting an Undeveloped Road Allowance; the same shall be determined, respectively, by the Arbitration Board and, failing agreement between the parties as to an independent appraiser, by an independent appraiser to be appointed by the Chairperson of the Arbitration Board in accordance with Article 19. 7.03 LAND CEASING TO BE A PROVINCIAL ROAD: 65 Where a Provincial Road which is used primarily to provide access to locations within an Entitlement Reserve ceases to be used as a Provincial Road, it shall be dealt with as an Undeveloped Road Allowance under this Article. 7.04 LAND NOT PART OF SHORTFALL ACRES OR EQUITY QUANTUM: Each Entitlement Band agrees that the area of any Undeveloped Road Allowance or Provincial Road which has been transferred to Canada under this Article shall not be used in determining whether an Entitlement Band has attained its Shortfall Acres, Equity Quantum or Saskatchewan Formula Quantum for the purposes of this Agreement or its Band Specific Agreement. 7.05 AGREEMENT AMONGST AFFECTED PARTIES: Notwithstanding any other provision of this Article, but subject to applicable law, Saskatchewan, an Entitlement Band, Canada and the Rural Municipality, Northern Municipality or Urban Municipality in which a Provincial Road or Undeveloped Road Allowance is located may enter into any agreement concerning any particular Provincial Road or Undeveloped Road Allowance which meets the needs and objectives of all parties. 7.06 ACKNOWLEDGMENTS PURSUANT TO AMENDED COST SHARING AGREEMENT: (a) The parties agree that the Rural Municipal Compensation Fund was established by Canada and Saskatchewan for the purpose of paying tax loss compensation for the benefit of Rural Municipalities which experience a reduction of Taxable Land as the result of the creation of Entitlement Reserves. Each of the parties agrees that: (i) the tax loss compensation payable by Saskatchewan and Canada to the Rural Municipal Compensation Fund pursuant to the terms of the Amended Cost Sharing Agreement and this Agreement is in full satisfaction of any tax loss which a Rural Municipality may experience as a result of the establishment of an Entitlement Reserve within the Rural Municipality and for the purpose of enabling and requiring Rural Municipalities to continue to maintain Provincial Roads and Road Allowances for which such Rural Municipalities are responsible located within, adjacent to or providing access to Entitlement Reserves at the ordinary standard established for other roads of the same classification within the Rural Municipality; and 66 (ii) payments by Canada and Saskatchewan to the Rural Municipal Compensation Fund are not intended as compensation to a Rural Municipality for additional costs which may be incurred by such Rural Municipality as the result of substantial unanticipated increases relating to the capital funding or operational costs associated with the upgrading of Provincial Roads or Road Allowances within such Rural Municipality for which such Rural Municipality is responsible, whether in respect of Provincial Roads or Road Allowances. within, adjacent to or providing access to Entitlement Reserves. 7.07 POST-RESERVE CREATION AGREEMENTS: Each Entitlement Band agrees that where Saskatchewan requires additional Land or interests in Land for the purpose of constructing, maintaining or upgrading a Provincial Road or Provincial Highway for use by the general public which is located: (i) immediately adjacent to an Undeveloped Road Allowance in respect of which Saskatchewan has requested the return to it administration and control in accordance with this Article 7; (ii) within an Entitlement Reserve which is located adjacent to a Provincial Road which. has not been transferred to Canada under an agreement contemplated by this Article 7; or (iii) within an Entitlement Reserve in the unsurveyed portion of the Province; the Entitlement Band agrees to give favourable consideration to making such Land, or interests in Land, available to Saskatchewan and, if the same is made available, to promptly provide the Entitlement Band's consent in writing as may be required pursuant to applicable federal legislation to permit Canada to transfer the Land or any interest therein to Saskatchewan, subject to reversion where required, upon the payment of compensation at fair market value to be paid to Canada for the use and benefit of the Entitlement Band. 7.08 NO EFFECT ON CERTAIN MATTERS: (a) Canada and the Entitlement Bands agree that where a Provincial Road is transferred and set apart as an Entitlement Reserve pursuant to section 7.02, regular program funding will be made available to the Entitlement Band for the operation and maintenance of such Provincial Road. (b) Canada shall be under no obligation to set apart any Provincial Road as an Entitlement Reserve under this Article, unless the Land, Minerals and 67 Improvements are otherwise eligible to be set apart pursuant to this Agreement. 68 ARTICLE 8 THIRD PARTY INTERESTS 8.01 ENTITLEMENT RESERVE UNENCUMBERED: Subject to section 8.04, but otherwise notwithstanding any other provision hereof, each Entitlement Band agrees that all Entitlement Land to be set apart as an Entitlement Reserve must be free and clear of all Third Party Interests or, alternatively, arrangements satisfactory to Canada, all affected Third Party Interest Holders and the Entitlement Band for the surrender of such Third Party Interests and the subsequent recreation thereof under applicable federal legislation must have been agreed to in accordance with sections 8.03, 8.05 and 8.06. 8.02 THIRD PARTY INTERESTS TO BE REMOVED AT THE TIME OF PURCHASE: Prior to the Shortfall Acres Acquisition Date, the Entitlement Bands agree that appropriate legal arrangements for discharge of the following Third Party Interests must be made at the time of completion of the Purchase of Entitlement Land: (a) registered mortgages, debentures and other similar charges; (b) registered caveats evidencing: (i) mortgage renewals; (ii) mortgage amendments; (iii) mortgage extensions; (iv) equitable mortgages; or (v) any other pledge or charge of any interest in or affecting such Entitlement Land; (c) registered writs of execution; (d) notices registered pursuant to The Personal Property Security Act, S.S. 1979- 80, c. P-6.1; (e) all registered or registrable tax liens and outstanding taxes (including, without limitation, all liability for property or business taxes levied or capable of being 69 levied as against the Entitlement Land up to and including the closing date of the transaction in respect thereof); (f) caveats evidencing agreements for sale of, or options in respect of, all or any portion of the Entitlement Land; (g) caveats evidencing homestead claims; (h) notations, registrations or instruments evidencing, or purporting to evidence, any trust or interest in the nature of a trust; (i) Lis Pendens or any notice thereof or any certificate of a registrar evidencing commencement of an action; (j) any enforceable claim for, or in the nature of, an order of foreclosure or similar proceeding; (k) registered builders liens, mechanics liens or any other similar statutory or common law liens or encumbrances; (1) registered maintenance orders and any other court orders; and (m) any other instrument providing an underlying right to acquire title or any proprietary interest in Land. 8.03 THIRD PARTY INTERESTS TO BE DEALT WITH SUBSEQUENT TO PURCHASE - PUBLIC UTILITY EASEMENTS: The parties agree that in any case where Entitlement Land has been Purchased and is encumbered by a Public Utility Easement (whether registered or unregistered), the following shall apply: (a) the affected Entitlement Band shall provide Canada with a Band Council Resolution consenting to Canada's execution and registration of all applicable Replacement Public Utility Easements as contemplated in subparagraph 11.03(l)(b)(ii); (b) a written notice that an unconditional Approval in Principle has been granted in respect of identified Land shall be delivered by the Department to SIMAS in accordance with subparagraph 11.03(3)(b)(i); c) within forty-five (45) days receipt by SIMAS of any such notice, Saskatchewan shall ensure that the Public Utility Companies direct to the attention of the Department of Justice in Saskatoon, in trust, a registrable discharge of any 70 registered Public Utility Easement held by such Public Utility Company together with duly executed Replacement Public Utility Easements in respect of all registered or unregistered Public Utility Easements; (d) upon receipt, Canada shall hold such documents in trust on condition that Canada shall execute any such Replacement Public Utility Easements and shall submit the same, together with the registrable discharge of any registered Public Utility Easement and the federal Order in Council setting the land apart as an Entitlement Reserve, in accordance with subsection (e); (e) subject to the completion of the foregoing, Canada agrees to cause all such Replacement Public Utility Easements to be registered on its Indian land registry system and, where available, under the applicable provincial land registry system. Thereafter, Canada further agrees to provide any affected Public Utility Company with a true copy of such registration under the Indian land registry and a certified copy of any registration made pursuant to applicable provincial legislation. Registration in the provincial land registry system in respect of any Entitlement Reserve is not, nor shall it be construed, as any admission herein by Canada that use of such system by Canada is legally required, has the effect of making any such registration legally enforceable, or that such provincial land registry system is being utilized by Canada for any reason except for convenience; (f) the Replacement Public Utility Easement shall be recreated without further compensation being payable to the Entitlement Band beyond that compensation, if any, which is actually payable to, and is received by, Canada from the Public Utility Company under the terms of the Replacement Public Utility Easement; (g) the Entitlement Bands further agree that where, at some future time, a Public Utility Easement Company requires an interest in Entitlement Land for a Public Utility Easement, the Entitlement Bands will give favourable consideration to making such interests in Land available and, if the same is made available, to promptly provide the Entitlement Bands consent in writing as may be required pursuant to applicable federal legislation to permit Canada to transfer the Land or any interest therein, subject to reversion where required, upon the payment of compensation at fair market value to be paid to Canada for the use and benefit of the Entitlement Band; (h) Saskatchewan agrees that it is acting in the capacity of an agent for the Public Utility Companies for the purposes of this section; and (i) in the event that the documents referred to in subsection (d) are not utilized within a period of two (2) years from their receipt by the Department of 71 Justice, the same shall, unless otherwise agreed, be returned to the relevant Public Utility Company. 8.04 THIRD PARTY INTERESTS AFTER SHORTFALL ACRES ATTAINED: (a) Notwithstanding section 8.01 hereof but subject to Article 9, in each case with the prior written direction and consent of an Entitlement Band (such direction and consent to be evidenced by a Band Council Resolution), the Minister agrees to recommend to the Governor-In-Council that, from and after an Entitlement Band's Shortfall Acres Acquisition Date, Entitlement Land be set apart as an Entitlement Reserve subject only to the following Third Party Interests: (i) party wall agreements; (ii) airport zoning regulations; and (iii) a lease (other than a Surface Lease, or a residential lease affecting Land located in an Urban Municipality or Northern Municipality unless the same is the subject of an agreement among the affected tenant, Canada and the Entitlement Band) in respect of the use or occupation of Entitlement Land (or in respect of the use or occupation of any Improvement located upon all or any portion of the Entitlement Land), provided that Canada, acting reasonably, is satisfied that the remaining term of such lease (including any renewal thereof) is less than three (3) years from the date that Canada has taken title to the Entitlement Land. (b) The Entitlement Bands and Canada agree that, save and except for those Third Party Interests permitted in subsection 8.04(a) above, Entitlement Land which is subject to any Third Party Interest shall not be eligible to be set apart as an Entitlement Reserve unless arrangements satisfactory to Canada, all affected Third Party Interest Holders and the Entitlement Band for the absolute surrender of such Third Party Interests or the surrender and subsequent recreation thereof under applicable federal legislation have first been made. (c) Canada and each of the Entitlement Bands agree that where Entitlement Land is set apart as an Entitlement Reserve subject to a Third Party Interest referred to in subsection 8.04(a) above, all rights of the Third Party Interest Holder, as they existed prior to the setting apart of the Entitlement Land as an Entitlement Reserve, shall be preserved and the same shall be fully enforceable in respect of the affected Entitlement Land except where the Entitlement Band, at its expense, negotiates with a Third Party Interest Holder a binding agreement to amend the terms and conditions of the Third Party Interest (or Canada does so 72 at the Entitlement Band's request and expense) in which case the Third Party Interest, as so amended, shall be fully enforceable as aforesaid. 8.05 SURRENDER PURSUANT TO AGREEMENT: In the event that a Third Party Interest (other than a Public Utility Easement) is to be surrendered prior to creation of an Entitlement Reserve, the parties agree that the surrender of the Third Party Interest shall be the subject of an agreement between the Entitlement Band, Canada and the Third Party Interest Holder. 8.06 PRINCIPLES OF SURRENDER AGREEMENT: (a) Subject to subsection (b), the parties further agree that the following principles will be applicable to any agreement referred to in section 8.05: (i) where the Third Party Interest is to be surrendered and not subsequently recreated under applicable federal legislation, the Third Party Interest Holder shall be compensated by the Entitlement Band for the fair market value thereof; (ii) where the fair market value of the Third Party Interest cannot be agreed upon then, subject to agreement between the Entitlement Band and the Third Party Interest Holder, the fair market value thereof shall be established by a jointly appointed independent appraiser; (iii) where the Third Party Interest is to be surrendered and subsequently recreated under applicable federal legislation, Canada shall, with such consent of the Entitlement Band as is required by law, recreate such Third Party Interest without further compensation to the Entitlement Band beyond that compensation, if any, which is actually payable by and received from the Third Party Interest Holder under the terms of the Third Party Interest and Canada shall, where required under applicable federal legislation, authorize the creation of any replacement instrument in respect of the interest which is to be surrendered and recreated and obtain any necessary Entitlement Band consent. (b) An Entitlement Band, Canada, and the Third Party Interest Holder may enter into any agreement concerning the disposition, surrender or recreation of a Third Party Interest that meets the needs and objectives of all parties. 8.07 ENTITLEMENT BAND'S RESPONSIBILITY: 73 Notwithstanding subsections 8.04(a) and (c), where an Entitlement Reserve is subject to a Third Party Interest which, at the request of the Entitlement Band, Canada has permitted in accordance with subsection 8.04(a), the Entitlement Bands agree to be responsible for and to indemnify and hold Canada harmless from and against any suit, action, cause of action, claim, demand, liability or damage which may arise or be incurred as the result of, in any way arising from, or in any way related to, the setting apart of Entitlement Land as an Entitlement Reserve or the subsequent administration by the Entitlement Band, or by Canada, subject to such Third Party Interest. Provided, however, this indemnification shall not apply to the negligent actions of Canada or of any agent of Canada, nor shall the Entitlement Band be liable in respect of damages arising from Canada's failure to register such Third Party Interest on the Indian land registry in the manner agreed upon by Canada and such Third Party Interest Holder, or in respect of any damages arising from Canada's failure to maintain and enforce the affected Third Party Interest in a manner agreed upon between Canada and such Third Party Interest Holder. 8.08 ACKNOWLEDGEMENT BY ENTITLEMENT BANDS: Notwithstanding subsections 8.04(a) and (c), where an Entitlement Reserve is subject to a Third Party Interest which, at the request of the Entitlement Band, Canada has permitted in accordance with subsection 8.04(a), the Entitlement Bands agree with Canada that Canada shall have no fiduciary obligation to such Entitlement Band relative to the exercise of any power, discretionary or otherwise, associated with the administration of such Third Party Interest except to the extent of Canada's obligations which are directly attributable to its agreement with the Entitlement Band and such Third Party Interest Holder to register such Third Party Interest on the Indian land registry in the manner agreed upon among Canada, the Entitlement Band and such Third Party Interest Holder, or damages arising directly from Canada's failure to maintain and enforce the affected Third Party Interest in a manner agreed upon amongst Canada, the Entitlement Band and such Third Party Interest Holder. 8.09 CANADA'S RESPONSIBILITY: Where a Third Party Interest Holder has surrendered its interest pursuant to an agreement to which Canada is a party, and such agreement provides that the Third Party Interest will be recreated pursuant to applicable federal legislation subsequent to Entitlement Reserve creation, either in whole or in part, Canada shall be responsible for any failure to recreate such Third Party Interest in accordance with such agreement and shall be required to compensate the Entitlement Band or Third Party Interest Holder for any damages which result directly from such failure to recreate the Third Party Interest under the agreement except in any case where the Entitlement Band or the Third Party Interest Holder is at fault. 74 8.10 FUTURE APPLICATION OF THIS ARTICLE: In the event that: (a) a court of competent jurisdiction, after all available appeals have been completed, hereafter determines that all or any portion of the requirements set forth in sections 8.01 to 8.06 of this Article are inapplicable or unnecessary for the purposes of fulfilling Canada's treaty obligations to the Entitlement Bands and maintaining the enforceability of Third Party Interests subsequent to Reserve creation; or (b) the parties agree in writing to waive or vary the application of any section of this Article; or (c) federal legislation is enacted which alters or removes the necessity for all or any portion of this Article; then, to such extent, the provisions of such sections shall be deemed to no longer be of any force or effect. 75 ARTICLE 9 URBAN RESERVES 9.01 AGREEMENT REQUIRED WITH URBAN MUNICIPALITY, NORTHERN MUNICIPALITY AND SCHOOL DIVISION: (a) Notwithstanding any other provision of this Agreement, but subject to subsection 9.01(b) hereof, Lands and Improvements Purchased by an Entitlement Band within the boundaries of an Urban Municipality, a Northern Municipality or within the Northern Administration District will not be set apart as an Entitlement Reserve until an agreement has been entered into between the Entitlement Band, and the affected Urban Municipality or Northern Municipality and any affected school division operating within such Urban Municipality, Northern Municipality or the Northern Administration District (in this Article such school divisions are referred to as the "affected school division"), respecting the following matters: (i) the provision of and payment for compensation to the Urban Municipality or Northern Municipality for loss of taxes, levies or grants-in-lieu, which, but for the setting apart of the Entitlement Reserve, could reasonably have been expected to have been received by the Urban Municipality or Northern Municipality for its own purposes by the substitution of one of the following or a combination thereof: (A) a servicing agreement between the Entitlement Band and the Urban Municipality or Northern Municipality, whereby the Urban Municipality or Northern Municipality would agree to provide municipal services in consideration for a fee to be paid by the Entitlement Band; or (B) a one time lump sum payment, or periodic payments, or some other formula negotiated between the parties, provided, however, the amount of such compensation will not necessarily be equal to the amount of such taxes, levies or grants-in-lieu; (ii) compensation for the affected school division for loss of taxes, levies or grants-in-lieu which, but for the setting apart of the Entitlement Reserve, could reasonably have been expected to have been received by the affected school division; provided, however, the amount of such compensation will not necessarily be equal to the amount of such taxes, levies or grants-in-lieu but may be based on a one time lump sum payment or periodic payments or some other formula negotiated 76 between the parties. It is acknowledged by the parties that if the Entitlement Band will not be receiving any direct service or benefit from the affected school division in consideration for such payment or has entered, or will enter, into a tuition agreement, the same shall be a factor in determining the amount of any such payment; (iii) to the extent reasonably necessary, compatible municipal and band bylaws and their application and enforcement; and (iv) an appropriate dispute resolution mechanism for resolving matters of mutual concern. (b) The parties agree that: (i) in the event that an Entitlement Band and any affected Urban Municipality, Northern Municipality or affected school division jointly elect not to enter into any agreement referred to in subsection 9.01(a) or enter into an agreement that covers some, but not all, of the matters referred to in subsection 9.01(a) then, to such extent, that subsection shall be inapplicable and, for greater certainty, the affected parties may enter into any agreement which meets the needs and objectives of the parties; and (ii) in the event that any required agreement has not been entered into as between any Entitlement Band and one or more of the other affected parties within five (5) months of any request by the Entitlement Band to such other party to enter into such an agreement, Canada may, subject to clause (d), set apart such Entitlement Land as an Entitlement Reserve without such an agreement where the affected Entitlement Band is prepared to enter into a reasonable and adequate agreement in respect of the reasonable concerns raised by the affected Urban Municipality, Northern Municipality or affected school division (relating to those matters referred to in subsection 9.01(a)), but the other party is unwilling to respond to the Entitlement Band's request reasonably and in good faith. (c) In the event of a dispute involving the question of whether, in fact, a particular Urban Municipality, Northern Municipality or any affected school division is acting reasonably and in good faith, or whether the Entitlement Band is proposing a reasonable and adequate agreement in respect of the concerns of the other party, any of Canada, Saskatchewan or the affected Entitlement Band may refer the matter to the Arbitration Board and the affected Urban Municipality or Northern Municipality, and any affected school division shall, upon request, have standing before the Arbitration Board. 77 (d) Where a dispute is referred to the Arbitration Board under subsection (c), Canada will not set apart an Entitlement Reserve under subparagraph (b)(ii) until the matter has been disposed of by the Arbitration Board. 9.02 ADDITIONAL REQUIREMENTS: (a) Canada and the Entitlement Bands agree that, with respect to the creation of urban Entitlement Reserves: (i) in addition to the other provisions of this Article, Canada may require the Entitlement Band to also comply with such provisions of the Additions to Reserves Policy as Canada, acting reasonably, deems necessary including, without limitation, the following: (A) subsection 9.1.3 (excluding the third paragraph thereof); (B) subsections 9.2.1 and 9.2.9.2 (including contiguous and non- contiguous communities); and (C) subsection 9.3.1. (b) For greater certainty, subsection 9.3.2.2 of the Additions to Reserves Policy shall be inapplicable, except to the extent that any proposal for Entitlement Reserve creation may require review by the Department's "Headquarters Additions to Reserve Committee" and the Department's Assistant Deputy Minister of Lands, Revenues and Trusts. 9.03 NO COMPENSATION PAYABLE: Each of the Entitlement Bands agrees with Canada and Saskatchewan that neither Saskatchewan nor Canada shall be required to compensate any Urban Municipality or Northern Municipality (or any affected school division) or any other authority on whose behalf taxes are levied with respect to any loss of taxation revenues or grants- in-lieu of taxes experienced by such Urban Municipality, Northern Municipality or affected school division and that any arrangement for compensation shall be the sole responsibility of the Entitlement Band. 9.04 NO EFFECT ON TUITION AGREEMENTS: Each of the Entitlement Bands agrees with Canada and Saskatchewan that nothing in this Article, or Article 7 of the Amended Cost Sharing Agreement, affects any tuition 78 agreements entered into between Canada or an Entitlement Band and any School Division, including a school division in the Northern Administration District. 9.05 TERM OF CERTAIN PROVISIONS: (a) The provisions set forth in section 9.01 of this Article shall, unless otherwise agreed to in writing among Canada, Saskatchewan and the Entitlement Bands, be in effect for a period of at least fifteen (15) years from the Execution Date. (b) As soon as reasonably possible following the fourteenth (14th) anniversary of the Execution Date, the parties agree to enter into good faith negotiations to determine what additional period of time, if any, the provisions of section 9.01 shall continue to be effective and what amendments, if any, are required thereto. (c) In the event that the parties are unable to agree upon an extension of the applicable time period or any required amendments on or before the expiration of the fifteen (15) year period referred to in subsection (a), the provisions of section 9.01 shall continue to be applicable thereafter for a further period of three (3) years, at which time, unless otherwise agreed among the parties, Canada's then current policy on Reserve creation shall thereafter be substituted as the procedure for Entitlement Reserve creation in Urban Municipalities and Northern Municipalities. 79 ARTICLE 10 SUBSEQUENT ADHERENCE AND RATIFICATION OF BAND SPECIFIC AGREEMENTS 10.01 RATIFICATION AND IMPLEMENTATION: (a) The parties agree that to give effect to any payment by Canada of Entitlement Monies pursuant to this Agreement, a Band Specific Agreement must first be ratified in accordance with the provisions of this Article, be executed by the Chief and a majority of the Councillors of the Entitlement Band (on behalf of such Entitlement Band and all Members of the Entitlement Band), and be delivered by the Entitlement Band to Canada for execution by Canada. Execution of such Band Specific Agreement by Canada shall, unless otherwise agreed in writing, occur within thirty (30) days of receipt thereof by Canada. Provided, however, no payment of Entitlement Monies by Canada shall be made unless: (i) Canada has received a Band Council Resolution and an executed copy of this Agreement on the Execution Date or, thereafter, as contemplated in section 10.02; and (ii) a duly executed Band Specific Agreement has been delivered as aforesaid, following the acceptance and ratification thereof of such Band Specific Agreement and the Trust Agreement as evidenced by an affirmative vote of the majority of those voters eligible to vote, with such ratification vote to be conducted, subject only to section 10.07, in accordance with the procedures set out in the Ratification Vote Guidelines and Procedures; and (iii) there has been delivery to Canada of an original copy of the Trust Agreement duly executed by the Entitlement Band, the Trustees and the Institution. (b) Canada agrees to provide Saskatchewan with a copy of the documentation referred to in subsection (a) which has been executed and delivered to Canada. 10.02 ADHERENCE: Any Entitlement Band whose Chief is not, as of the Execution Date, a signatory to this Agreement, may thereafter adhere to this Agreement and enter into a Band Specific 80 Agreement in the manner contemplated by section 10.01, provided such Entitlement Band: (a) has obtained, by means of a Band Council Resolution, approval for execution and delivery of this Agreement by its Chief; (b) has caused its Chief to execute an Adherence Agreement in the form annexed as Appendix 2, and has delivered to Canada and Saskatchewan an original copy of such Adherence Agreement and the Band Council Resolution approving its execution and delivery, on or before March 1, 1993; and (c) has acknowledged, pursuant to its Band Council Resolution, that the Entitlement Monies to be received by the Entitlement Band do not exceed the amount set forth in column 16 of Schedule 1, except as may otherwise have been agreed to in writing between such Entitlement Band, Canada and Saskatchewan. 10.03 BAND SPECIFIC AGREEMENT: (a) Every Band Specific Agreement shall: (i) contain the same provisions as those in Articles 1 to 6, inclusive, and Article 8 of the agreement annexed as Appendix 1 hereto; and (ii) set out the Equity Payment, Minerals Payment, Honour Payment, Shortfall Acres, Saskatchewan Formula Quantum and the Equity Quantum in respect of such Entitlement Band, together with the total amount of Entitlement Monies to be paid from the Treaty Land Entitlement (Saskatchewan) Fund to the Trust Account of that Entitlement Band in accordance with the terms thereof. (b) Band Specific Agreements may also include other provisions of particular concern to an Entitlement Band as may be negotiated between Canada and the Entitlement Band which are not (except as specifically permitted herein) inconsistent with the terms of this Agreement. (c) The parties agree that in the event of any conflict between the provisions of the Band Specific Agreement and this Agreement, this Agreement shall be deemed to prevail. 10.04 TIME FRAME FOR RATIFICATION, EXECUTION AND DELIVERY OF BAND SPECIFIC AGREEMENTS: 81 (a) The Entitlement Bands shall have three (3) years from the Execution Date to ratify, execute and deliver to Canada a Band Specific Agreement and Trust Agreement in accordance with the procedures herein contemplated, failing which all financial obligations hereunder, or between Saskatchewan and Canada, inter se, to continue to make payments in respect of any such Entitlement Band to the Treaty Land Entitlement (Saskatchewan) Fund shall immediately terminate. (b) In such an event Canada and Saskatchewan shall be entitled to the return, of any funds which they have, respectively, paid to the Treaty Land Entitlement (Saskatchewan) Fund plus accrued interest thereon. 10.05 INDEPENDENT ADVICE: The Entitlement Bands agree with Canada that Canada shall require, as a condition precedent to execution by Canada of a Band Specific Agreement in respect of any Entitlement Band: (a) that the Entitlement Band deliver to Canada a certificate of a practising solicitor in and for the Province of Saskatchewan (or the certificate of any solicitor who has obtained an occasional practice certificate for these purposes) to the effect that the Entitlement Band has received, via its Chief and Councillors, independent legal advice with respect to the execution and delivery of its Band Specific Agreement and Trust Agreement; and (b) that a statement is contained in the Band Specific Agreement that the Entitlement Band confirms that it has retained independent legal counsel and has received independent legal advice during negotiations up to and including the execution of the Band Specific Agreement, and that reasonable steps have been taken by the Entitlement Band to locate and fully inform Members of the Entitlement Band of the nature and effect of its Band Specific Agreement and Trust Agreement and to obtain necessary financial advice in respect of the establishment and operation of their Trust Account and Revenue Trust Account. 10.06 UNDERTAKING RESPECTING CERTAIN INFORMATION: (a) The Entitlement Bands agree to provide Canada with information concerning the methods utilized by the Entitlement Bands to inform eligible voters, prior to ratification of their Band Specific Agreements, of the content and effect thereof (including the Trust Agreement and Public Utility Easement Agreements) and this Agreement. 82 (b) Without limiting the generality of subsection (a), the Entitlement Bands agree to advise Canada in writing as to: (i) the structure, timing and location of, and the agenda for, all Entitlement Band information sessions; (ii) the number of eligible voters in attendance at such sessions; (iii) the extent of information made available to such prospective voters; and (iv) the names and professional qualifications of those legal, financial and other advisors present thereat, to assist the Entitlement Band in its efforts to inform eligible voters as aforesaid. 10.07 ELECTION BY CERTAIN BANDS: (a) The parties acknowledge that, as of the Execution Date, certain Entitlement Bands (the "Coded Bands") maintain their own "band list" pursuant to the Act, and that certain of the Coded Bands may elect, at the time of negotiating their respective Band Specific Agreements, to request that Canada agree to an alternate method (based upon the Coded Band's band list) for determining voter eligibility for the purposes of ratifying the Band Specific Agreement and the Trust Agreement; (b) In the event that a Coded Band elects to negotiate the basis for voting eligibility and a change in such voting eligibility is agreeable to Canada then, in the event that any agreed change also requires other changes to any of the terms and conditions of this Agreement which affect the rights or obligations of Saskatchewan, the consent of Saskatchewan, in respect of any changes affecting its rights and obligations hereunder, shall be required prior to execution by Canada of the Band Specific Agreement. 10.08 GOOD FAITH NEGOTIATIONS: The Entitlement Bands and Canada agree to enter into good faith negotiations for the purpose of completing their respective Band Specific Agreements in accordance with the provisions and the time frames contemplated herein. 83 ARTICLE 11 PROCEDURES FOR RESERVE CREATION 11.01 SHORTFALL ACRES TO BE ACQUIRED: The Entitlement Bands agree (and acknowledge that Canada is specifically relying upon such agreement) that they shall use their best efforts to reach their Shortfall Acres Acquisition Date on or before the twelfth (12th) anniversary of the Execution Date by having: (i) Purchased Entitlement Land (including all Minerals and Improvements in respect thereof) with a surface area at least equivalent to their respective Shortfall Acres; (ii) caused such Entitlement Land to be eligible to be granted Entitlement Reserve status pursuant to this Agreement; and (iii) delivered to Canada all necessary transfers, discharges and other instruments (in registerable form) required by Canada in order to permit Canada to take unencumbered title to such Entitlement Land in accordance herewith. 11.02 LANDS ELIGIBLE FOR RESERVE STATUS: Canada agrees that the Minister will recommend that Entitlement Land up to, but not exceeding, an Entitlement Band's Equity Quantum or Saskatchewan Formula Quantum, whichever is greater, shall be set apart as Entitlement Reserve subject to the following: (a) the acquisition of the Entitlement Land has been approved by the Chief and Council of the Entitlement Band; (b) wherever applicable, there has been full compliance with this Agreement; (c) the Terms and Conditions of Entitlement Reserve Creation have been complied with and, in any case where Article 9 is applicable, such additional requirements of Article 9 as are applicable have also been complied with; (d) the Land, Minerals and Improvements have been determined to be environmentally suitable to be set apart as an Entitlement Reserve after the completion of an Environmental Screening or, where applicable, an Environmental Review, in accordance with the process set out in the Terms and Conditions of Entitlement Reserve Creation; and 84 (e) save and except for those Environmental Screening and outer boundary survey costs to be paid by Canada pursuant to subsection 11.07(a), the Entitlement Band has made all required payments in respect of the relevant Entitlement Land including, where applicable: (i) the purchase Price for the acquisition of the Entitlement Land (including any improvements and Minerals in respect thereof; (ii) Acquisition Costs; (iii) the satisfaction or accommodation of all Occupants of Crown Land; (iv) the satisfaction or accommodation of all Interests in a Mineral Disposition and Third Party Interests; and (v) the costs of conducting feasibility studies, appraisals and Environmental Reviews (excluding the costs associated with Environmental Screening). 11.03 PRE-ACQUISITION REQUIREMENTS: (1) Prior to the acquisition of Entitlement Land, the Council, acting through the Trustees, shall: (a) obtain appropriate and correct legal searches of title respecting the Land, Minerals and Improvements, all Third Party Interests, ownership of Minerals and Mineral Dispositions relating thereto; (b) notify the Department, by Band Council Resolution ("BCR"), that the searches under subparagraph (a) above have been completed and cause to be delivered complete copies of all search results and other documentation in accordance with Stage 1 of Schedule 6. The BCR shall clearly indicate, following enquiries with the owner of such Land, Minerals or Improvements (including in the case of Crown Land, Minerals or Improvements those enquiries contemplated in Articles 4 and 5) that: (i) the Land (including, where required, all Minerals and Improvements) is available for Purchase; and (ii) the Entitlement Band consents to the execution and registration by Canada of all applicable Replacement Public Utility Easements which may affect the subject property pursuant to section 8.03; and 85 (iii) the Entitlement Band intends to Purchase the same and thereafter transfer title to all, or any clearly identified portion, of the Entitlement Land to Canada; or (iv) the Entitlement Band intends to have Canada assist the Entitlement Band by agreeing to accept the direct transfer of such Land, Minerals or Improvements from the current owner to Canada. (2) Upon Canada receiving the BCR and other documentation referred to in subsection (1) above, the following shall (unless otherwise agreed in writing between the parties) take place: (a) the Department shall, as soon as reasonably possible, but in any event within fourteen (14) days, of receipt thereof from the Entitlement Band, cause the BCR to be registered by its Saskatchewan Regional Office on a central registry system. The Department and SIMAS shall co-operate to promptly determine whether the legal descriptions and related searches are sufficient for SIMAS to proceed or whether, in addition, a treaty land entitlement selection map is also required by SIMAS; (b) the Saskatchewan Regional Office shall, as soon as reasonably possible, but in any event within fourteen (14) days if no selection map is required by SIMAS (or within thirty (30) days in the event a selection map is required), forward a copy of the BCR and any accompanying documents to SIMAS requesting: (i) information respecting the existence and location of any registered or unregistered Public Utility Easements; (ii) Saskatchewan's best available information respecting the existence and location of any Waterbody affecting the identified Land (other than a wholly enclosed Waterbody referred to in section 6.01); and (iii) any other information required in accordance with the Terms and Conditions of Entitlement Reserve Creation (including provincial considerations in respect of the proposed Entitlement Reserve); and such information shall be delivered by SIMAS to the Department as soon as reasonably possible but, in any event: 86 (iv) within forty-five (45) days in the event that the identified Lands, Minerals or Improvements are provincial Crown assets which Saskatchewan has agreed to sell pursuant to section 4.05 or section 5.03; or (v) within ninety (90) days in respect of any other property; (c) if the information provided by Saskatchewan in subparagraph (b) identifies the existence and location of any Waterbody affecting the Land which is not wholly enclosed therein (and in respect of which Saskatchewan has not agreed to transfer the related beds and shores), Saskatchewan agrees as soon as reasonably possible and at its expense to supply to the Entitlement Band and to Canada a correct and registerable legal description (only in respect of any land which is, at that time, surveyed land administered under The Land Titles Act, R.S.S. 1978, L-5) for such Waterbody and any available information with respect to the acreage of each such identified Waterbody. (3) Upon completion of the requirements set forth in subsections (1) and (2) above, the parties agree that the following will take place: (a) upon the finalization of the submission pursuant to Schedule 6 (including, where required, any approval by BCR) and its delivery by the Department to both the Regional Additions to Reserves Committee and the Department of Justice, Canada, through the Department's Regional Director General ("R.D.G.") shall (unless otherwise agreed between the Department and the Entitlement Band) notify the Entitlement Band in writing, in accordance with the time frames set forth in Schedule 6, that: (i) the Entitlement Land has been unconditionally recommended by the Regional Additions to Reserves Committee to the R.D.G. for Approval in Principle and the R.D.G. has granted an unconditional Approval in Principle for Entitlement Reserve status; or (ii) a conditional Approval in Principle has been recommended by the Regional Additions to Reserves Committee and a conditional Approval in Principle has been granted by the R.D.G. clearly listing the conditions which remain to be met before an unconditional Approval in Principle will be granted; or (iii) the proposed Entitlement Land has been rejected for Entitlement Reserve status by either the Regional Additions to 87 Reserves Committee or the R.D.G., and the reasons for such rejection have been clearly identified in writing to the Entitlement Band by the Department; or (iv) in the event of a rejection of a submission by the Regional Additions to Reserves Committee or the R.D.G., the affected Entitlement Band, acting reasonably, may request in writing that the R.D.G. and any appropriate officials of the Department (including, where necessary, the members of the Regional Additions to Reserves Committee) agree to meet with the appropriate officials of the Entitlement Band to further clarify or explain the basis for the rejection, and compliance with such request shall not be unreasonably withheld. (b) where a conditional Approval in Principle is granted by the R.D.G., the Department shall use its best efforts to advise SIMAS thereof and to identify in writing the affected Land, Minerals and Improvements. Upon unconditional Approval in Principle being granted by the R.D.G. (or all necessary conditions relating to a conditional Approval in Principle having been fulfilled), the following shall take place: (i) the Department shall notify SIMAS that an unconditional Approval in Principle has been granted and identify in writing the affected Lands, Minerals and/or Improvements; (ii) if the affected Land has been determined to be subject to any registered or unregistered Public Utility Easement, Saskatchewan agrees that it will, at no cost to the Entitlement Band, cause to be provided to Canada a Replacement Public Utility Easement respecting all unregistered or registered Public Utility Easements together with any applicable registrable discharges in accordance with section 8.03 and Canada shall, at no cost to the Entitlement Band or to the Public Utility Companies, cause any registered Public Utility Easements to be discharged and all Replacement Public Utility Easements to be registered in accordance with section 8.03; (iii) the Entitlement Band may, if they have not already done so, promptly proceed (unless otherwise agreed with Canada) to Purchase the Entitlement Land within fifteen (15) months of the Approval in Principle, (failing which the same shall at Canada's option, be null and void) and following such Purchase Canada shall accept such transfer of title in accordance with this Agreement and the Band Specific Agreement; 88 (iv) following Purchase of the Entitlement Land and following transfer of title to Canada (acceptance of which transfer of title shall be conditional upon compliance of the property with the terms hereof and that no additional and unresolved Third Party Interests or Mineral Dispositions having arisen subsequent to the Approval in Principle), Canada shall, at its cost, as soon as reasonably possible subject to prevailing weather conditions, carry out any required outer boundary surveys; and (v) once such surveys are complete (or any other alternative legal description satisfactory to Canada has been obtained), the Minister shall recommend to the Governor-In-Council that such Entitlement Land be set apart as an Entitlement Reserve, and Canada will further cause to be prepared by the Department, the necessary submission to the Governor-In-Council to give effect to such recommendation and shall notify Saskatchewan within thirty (30) days of the date that such Entitlement Land was set apart as an Entitlement Reserve. (4) If Canada or Saskatchewan fail to comply in any material way with the time frames contained herein, then Canada or Saskatchewan (except to the extent any delay has been caused by the failure of an Entitlement Band to promptly and accurately comply in any material way with its obligations pursuant to this Agreement, its Band Specific Agreement or Trust Agreement) shall provide compensation to the Entitlement Band or the Trustees for all direct costs or losses suffered by the Entitlement Band or the Trustees as the result of any such failure by Canada or Saskatchewan to comply with the terms of this Article for which they are responsible. 11.04 MINISTERIAL DISCRETION: (a) The parties agree that, subject to compliance by an Entitlement Band and its Trustees with the terms and conditions of its Band Specific Agreement, Trust Agreement and this Agreement (and in particular sections 4.01 to 4.04, inclusive, 5.01 and 8.02 hereof), Entitlement Land may at any time be Purchased from a third party without the prior consent or involvement in any way of Canada or Saskatchewan. Approval for the transfer of title to Canada shall, however, be subject to the terms of this Agreement and, in particular and, without limitation, this Article and Schedule 6. (b) In the event Entitlement Land has not been Purchased by an Entitlement Band in strict compliance with the provisions of this Agreement, its Trust Agreement and Band Specific Agreement and, in particular, Schedule 6 and sections 11.02 and 11.03 hereof, the Minister may, in any event, in the Minister's sole and 89 unfettered discretion, recommend to the Governor-In-Council that the Entitlement Land be accepted in the name of Canada and be set apart as an Entitlement Reserve. (c) Notwithstanding any other provision of this Agreement, it is hereby expressly acknowledged and agreed by each of the Entitlement Bands that Canada shall have no obligation whatsoever to accept any Entitlement Land (including via assignment of the Purchaser's interest under an Agreement to Purchase) that has not been acquired in strict compliance with the provisions of this Agreement, or to exercise an option to purchase such Land or acquire title to such Land, and the Minister shall, in any such case, be under no obligation whatsoever to make such recommendation or request to have such Entitlement Land set apart as an Entitlement Reserve. (d) Without limiting the generality of the foregoing, any loss occasioned by any Entitlement Band or its Trustees as the direct or indirect result of any failure to acquire Entitlement Land in strict compliance herewith shall be borne exclusively by such Entitlement Band and/or its Trustees. 11.05 COMPENSATION PAID BY CANADA: (a) In the event an Entitlement Band has: (i) Purchased Entitlement Land, the title to which has been accepted by and transferred to Canada; and (ii) the same is eligible to be set apart as an Entitlement Reserve pursuant to the terms of this Agreement; and such Entitlement Land is not set apart by the Governor-In-Council notwithstanding recommendation by the Minister to do so, then the provisions of subsections (b) or (c) and the provisions of subsections (d), (e) and (f), shall, unless otherwise agreed between Canada and the Entitlement Band, apply. (b) If the consent of the Governor-In-Council is denied prior to the Entitlement Band's Shortfall Acres Acquisition Date: (i) the Entitlement Band shall forthwith confirm to Canada by means of a Band Council Resolution that none of the Entitlement Band, its Members or Trustees wish to retain any interest whatsoever (whether legal, beneficial or otherwise) in respect of the Entitlement Land in question; 90 (ii) upon receipt of such notification Canada agrees, within one hundred and twenty (120) days, to reimburse the Entitlement Band and its Trustees for all reasonable Acquisition Costs incurred and paid by the Entitlement Band or its Trustees in respect of the Purchase of the said Entitlement Land; (iii) Canada further agrees, within one hundred and twenty (120) days to promptly reimburse the Entitlement Band for the purchase price of the affected Entitlement Land paid by the Entitlement Band or its Trustees; and (iv) all amounts paid by Canada pursuant to subparagraphs (ii) and (iii) above shall be deposited to the Entitlement Band's Trust Account and shall, notwithstanding any other provision of this Agreement, the Band Specific Agreement or the Trust Agreement, be thereafter dealt with in the same manner as any other funds administered by the Trustees on behalf of the Entitlement Band prior to the Entitlement Band's Shortfall Acres Acquisition Date until the Entitlement Band has actually achieved its Shortfall Acres Acquisition Date. (c) If the consent of the Governor-In-Council is denied after the Shortfall Acres Acquisition Date, the Entitlement Band shall, for a period of six (6) months following receipt by the Entitlement Band of written notification from Canada that the Entitlement Land in question shall, notwithstanding the recommendation of the Minister, not be set apart as an Entitlement Reserve, have the option to either: (i) have Canada, after receipt of a notification from the Entitlement Band of the type contemplated in subparagraph (b)(i), prior to the expiration of the six (6) month period aforesaid, reimburse the Entitlement Band for those amounts referred to in subparagraphs (b)(ii) and (iii), and to pay such amounts to the Entitlement Band's Trust Account within the time frames referred to therein; or (ii) have the Entitlement Land re-transferred, at Canada's cost, to the Entitlement Band, without any further compensation payable by Canada to the Entitlement Band in any respect; and in the event that the Entitlement Band fails to elect to exercise its rights under subparagraph (c)(i) within six (6) months, the Entitlement Band shall be deemed to have elected to retain the property and, subject only to a re-transfer thereof from Canada, shall not be entitled to any further compensation whatsoever. 91 (d) for greater certainty, in the event that Canada has been required to reimburse an Entitlement Band for the Acquisition Costs and the purchase price in respect of Entitlement Land in the manner contemplated by subsections (b) or (c), the Entitlement Bands agree that Canada shall be entitled to deal with the Entitlement Land in any manner whatsoever, including the right to dispose of the same and to retain the proceeds of any sale thereof, without any claim, legal or beneficial interest of the Entitlement Band, its Trustees or Members being applicable in any manner whatsoever thereto. (e) In the event of a dispute between Canada and an Entitlement Band respecting the amount of reasonable Acquisition Costs, or the purchase price incurred and paid by the Entitlement Band or its Trustees to Purchase the affected Entitlement Land, the same shall be referred, at the option of either party, to the Arbitration Board. (f) In the event of a reimbursement under this section, Canada agrees to pay the Entitlement Band, at the time of reimbursement, an amount equivalent to the interest accrued on such reasonable Acquisition Costs and the purchase price, calculated at the Interest Rate, from the date Canada has received title to the affected Entitlement Land. 11.06 ADDITIONAL RESERVES: If Land in excess of an Entitlement Band's Equity Quantum or Saskatchewan Formula Quantum, whichever is greater, is Purchased, such Land may be set apart as a Reserve at the sole discretion of Canada under its Additions to Reserves Policy as amended from time to time. 11.07 CANADA COSTS: (a) Canada agrees, notwithstanding any other provision in this Agreement with respect to costs, to be responsible for the payment of outer boundary survey costs required for the establishment of Entitlement Reserves, reasonable costs associated with any Environmental Screening in accordance with Steps 1 - 3 of Stage 2 of Schedule 6, and the reasonable costs incurred by the Entitlement Bands for ratification of their Band Specific Agreements which shall include such reasonable costs relating to independent legal and other expert advice as may be agreed to therein. (b) Canada agrees to pay to each Entitlement Band, within sixty (60) days of the date of its execution of a Band Specific Agreement, the sum of One Hundred Thousand ($100,000.00) Dollars for the purpose of assisting the Entitlement Band with Acquisition Costs. 92 (c) Canada agrees to pay each Entitlement Band, within sixty (60) days of the Execution Date or the date of its adherence pursuant to section 10.02, whichever is later, any sums remaining to be advanced to the Entitlement Band in respect of planning costs and as may have been agreed to between Canada and such Entitlement Band prior to the Execution Date. 11.08 PAYMENT OF TAXES: (a) The Entitlement Bands agree that the Trustees shall be responsible for the payment of all taxes lawfully levied against Lands, Minerals and Improvements or the occupants thereof Purchased pursuant to this Agreement and their Band Specific Agreement, from the date of Purchase by the Trustees until the date that the same are transferred to Canada. (b) Subject to subsection (c), the Entitlement Bands agree to pay all taxes lawfully levied against Entitlement Land or the occupants thereof (or grants-in-lieu of such taxes from the date the Entitlement Lands are transferred to Canada) until the date the same is set apart as an Entitlement Reserve. (c) In the event that the creation of an Entitlement Reserve does not occur within seventy-five (75) days of the latest of the following dates: (i) the date that the Entitlement Land is eligible to be transferred to Canada hereunder for creation as an Entitlement Reserve; (ii) the date that the Entitlement Band has requested in writing that such Entitlement Land be transferred to and accepted by Canada; and (iii) the date of receipt by Canada of all registerable documents, in registerable form, necessary to effect the transfer of title to the Entitlement Land to Canada in the form required hereby (including all necessary discharges, replacement instruments, provincial Orders in Council, and all other associated interests in respect thereof); Canada agrees to pay to the Trustees an amount equivalent to the taxes levied against the said Entitlement Land which the Trustees have paid and which relate to any period following such seventy-five (75) day period. 11.09 TRANSFER BY SASKATCHEWAN OF RESIDUAL INTERESTS: 93 Saskatchewan agrees to transfer to Canada, without compensation, in respect of all Entitlement Land which Canada sets apart as an Entitlement Reserve pursuant to this Agreement and any Band Specific Agreement, the administration and control of all residual interests held by the Crown in right of Saskatchewan including, without limitation: (a) all right, title and interest in respect of such Entitlement Land vested in Saskatchewan; (b) any right and reservation in respect of such Entitlement Land vested in Saskatchewan by virtue of any statute of the Province of Saskatchewan; and Saskatchewan shall not retain any reservation, express or implied, whether such Entitlement Land was Purchased from Saskatchewan or any Person, and such transfer shall be effective upon creation of the Entitlement Reserve. 11.10 POST RESERVE UNDERTAKING: In the event Entitlement Land is set apart as an Entitlement Reserve adjacent to an Urban Municipality or Northern Municipality, the Entitlement Band agrees to give favourable consideration to establishing compatible zoning by-laws consistent with those in place, from time to time, in any adjoining portion of the Urban Municipality or Northern Municipality. 11.11 PROCESS REVIEW: The parties to this Agreement agree that a review will take place within three (3) years from the Execution Date to determine if the provisions in sections 11.02 to 11.04, inclusive, and Schedule 6 require adjustment or amendment and, where agreed upon, such required changes shall be made, and such adjustments as are subsequently agreed upon shall thereafter be made from time to time with the agreement in writing of the affected parties. 11.12 TERM OF ENTITLEMENT RESERVE CREATION PROCEDURES: (a) The procedures set forth in Schedule 6 and in sections 11.02 to 11.04 inclusive (in this section the "Entitlement Reserve Creation Procedures") shall, unless otherwise agreed to in writing by Canada, Saskatchewan and the Entitlement Bands, be in effect for a period of at least fifteen (15) years from the Execution Date. 94 (b) As soon as reasonably possible following the fourteenth (14th) anniversary of the Execution Date, the Parties agree to enter into good faith negotiations to determine what additional period of time, if any, the Entitlement Reserve Creation Procedures shall continue to be effective and what amendments, if any, are required thereto. (c) In the event that the parties are unable to agree in writing upon an extension of the applicable time period or any required amendments on or before the expiration of the fifteen (15) year period referred to in subsection (a), the Entitlement Reserve Creation Procedures shall continue to be applicable thereafter for a further period of three (3) years, at which time, unless otherwise agreed in writing amongst the parties, Canada's then current policy on Reserve creation shall thereafter be substituted as the procedure for Entitlement Reserve creation. 95 ARTICLE 12 TAX LOSS COMPENSATION 12.01 CANADA'S COMPENSATION - RURAL MUNICIPALITIES: Canada and Saskatchewan agree that, within ninety (90) days of the date upon which Taxable Land which had been situated within a Rural Municipality is set apart as an Entitlement Reserve, Canada shall pay to the Rural Municipal Compensation Fund seventy (70%) percent of a sum that is equivalent to ninety (90%) percent of twenty- five (25) times the Municipal Taxes which had been levied in respect of such Taxable Land in the calendar year immediately prior to the said date. 12.02 SASKATCHEWAN'S COMPENSATION - RURAL MUNICIPALITIES: Canada and Saskatchewan agree that, within ninety (90) days of the date upon which Taxable Land which had been situated within a Rural Municipality is set apart as an Entitlement Reserve, Saskatchewan shall pay to the Rural Municipal Compensation Fund thirty (30%) percent of a sum that is equivalent to ninety (90%) percent of twenty-five (25) times the Municipal Taxes which had been levied in respect of such Taxable Land in the calendar year immediately prior to the said date. 12.03 PAYMENTS SUBJECT TO AMENDED COST SHARING AGREEMENT: Canada and Saskatchewan agree that the amounts payable to the Rural Municipal Compensation Fund pursuant to section 12.01 and section 12.02, shall be subject to the expenditure limitation set forth pursuant to section 6.2 of the Amended Cost Sharing Agreement. 12.04 CANADA'S COMPENSATION - SCHOOL DIVISIONS: Canada and Saskatchewan agree that, within ninety (90) days of the date upon which Taxable Land which had been situated within a Rural Municipality is set apart as an Entitlement Reserve, Canada shall pay to the School Division Compensation Fund seventy (70%) percent of a sum that is equivalent to seventy (70%) percent of twenty- five (25) times the School Takes which had been levied in respect of such Taxable Land in the calendar year immediately prior to the said date. 96 12.05 SASKATCHEWAN'S COMPENSATION - SCHOOL DIVISIONS: Canada and Saskatchewan agree that, within ninety (90) days of the date upon which Taxable Land which had been situated within a Rural Municipality is set apart as an Entitlement Reserve, Saskatchewan shall pay to the School Division Compensation Fund thirty (30%) percent of a sum that is equivalent to seventy (70%) percent of twenty-five (25) times the School Taxes which had been levied in respect of such Taxable Land in the calendar year immediately prior to the said date. 12.06 PAYMENTS SUBJECT TO CERTAIN LIMITATIONS: Canada and Saskatchewan agree that the amounts payable to the School Division Compensation Fund pursuant to section 12.04 and section 12.05, respectively, shall be subject to the expenditure limitations set forth pursuant to section 7.02 of the Amended Cost Sharing Agreement. 12.07 INTEREST ON ARREARS: Arrears of any sums payable by Saskatchewan or Canada to the Rural Municipal Compensation Fund or the School Division Compensation Fund shall bear interest at the Interest Rate. 12.08 NO EFFECT ON TUITION AGREEMENTS: The parties agree that nothing in this Article shall be deemed to affect tuition agreements entered into or to be entered into between Canada, an Entitlement Band or any School Division, including any school division in the Northern Administration District. 12.09 NOTICE RESPECTING TRANSFER OF TAXABLE LAND: (a) Canada shall use its best efforts to give Saskatchewan appropriate prior notice of the date upon which it is intended that any Taxable Land is to be set apart as an Entitlement Reserve. (b) Saskatchewan shall use its best efforts to ensure that the Saskatchewan Association of Rural Municipalities ("SARM") receives appropriate prior notice in respect of the proposed creation of an Entitlement Reserve following receipt of notice to such effect from Canada as aforesaid, and that SARM determines, on or before the date such Taxable Land is set apart as an Entitlement Reserve, the Municipal Taxes and School Taxes which had been 97 levied in respect of such Taxable Land in the calendar year immediately prior to the said date. (c) In the event of any dispute as to the appropriate amount of tax loss compensation payable to the Rural Municipal Compensation Fund or the School Division Compensation Fund, the same shall be the subject of Arbitration pursuant to Article 19 and SARM shall have standing before the Arbitration Board. 12.10 NO ADDITIONAL COMPENSATION PAYABLE BY ENTITLEMENT BANDS: It is hereby agreed by Saskatchewan that no compensation shall be payable by an Entitlement Band to any Rural Municipality or School Division to compensate any such Rural Municipality or School Division for the loss of Municipal Taxes or School Takes on Taxable Land, respectively, in respect of either the Purchase of Entitlement Land or the setting apart by Canada of such Entitlement Land as an Entitlement Reserve. 98 ARTICLE 13 TAXATION 13.01 TAXATION OF TRUST PROPERTY: Canada and Saskatchewan acknowledge that the Entitlement Monies placed into the Treaty Land Entitlement (Saskatchewan) Fund and as may be subsequently paid to an Entitlement Band and deposited into its Trust Account, are monies given to the Entitlement Bands under this Agreement in fulfilment of Canada's Treaty land entitlement obligations in respect of such Entitlement Bands. 13.02 GOODS & SERVICES TAX REMISSION: (a) Canada agrees to obtain on behalf of any Entitlement Band which ratifies, executes and delivers a Band Specific Agreement in accordance with Article 10, a remission order respecting tax otherwise payable pursuant to Part IX of the Excise Tax Act, R.S.C. 1985, c. E-15 ("Goods and Services Tax"), as the same relates to the purchase price incurred in acquiring Entitlement Lands, Minerals or Improvements up to, but not exceeding, the greater of the Entitlement Band's Equity Quantum or Saskatchewan Formula Quantum. (b) Canada further agrees that, pursuant to the Technical Information Bulletin issued by the Department of National Revenue, Customs and Excise, regarding the Goods and Services Tax (''GST") Administrative Policy applicable to Indians (known as B-039 dated January 4, 1991), Acquisition Costs such as accounting, legal, consulting, appraisal and other related costs associated with the acquisition of real property by an Entitlement Band are relieved of the GST and shall be exempt for the purposes of this Agreement. 13.03 TAXATION OF PUBLIC UTILITY COMPANIES: Canada and the Entitlement Bands agree that, pursuant to the terms of the Replacement Public Utility Easements, no Public Utility Company shall be required to pay any taxes, duties, tolls, imposts or levies of any kind or nature howsoever charged, imposed or assessed by Canada, the Band or any federal authority in respect of the distribution lines, transmission lines or other works installed upon Entitlement Reserve land, save and except: 99 (a) such existing taxes, duties, tolls, imposts or levies, if any, including any future increases related thereto, which are, as at the Execution Date, charged, imposed or assessed by Canada or any federal authority; and (b) any other taxes, duties, tolls, imposts or levies of general application, if any, which are hereafter lawfully charged, imposed or assessed by Canada, the Band or any federal authority, both on and off Reserve lands, and which the Public Utility Companies would otherwise be required to pay. 100 ARTICLE 14 EXISTING AND FUTURE PROGRAMS 14.01 PROGRAMS UNAFFECTED: Canada agrees with the Entitlement Bands that federal programs and services shall continue to apply to the Entitlement Bands on the same basis as to other Indian bands in Canada, in accordance with the criteria established from time to time for the application of program funding. 14.02 EXISTING PROGRAMS: (a) The Entitlement Bands agree with Canada that neither the execution of this Agreement, nor a Band Specific Agreement, shall entitle any Entitlement Band to any funding per capita in addition to the existing program funding from the Department for the development of infrastructure or capital expenditure for any improvement to Reserve and/or Entitlement Reserve Lands, provided that each Entitlement Band shall be entitled to apply on a per capita basis for existing or any future program funds. (b) The Entitlement Bands agree with Canada that any application for additional program funding for the development of infrastructure or capital expenditure shall be made separate and apart from any submission for Entitlement Reserve creation. (c) The parties agree that nothing in this Agreement is intended, nor shall it be construed in any way, to represent the payment or allocation to any of the Entitlement Bands by Canada or Saskatchewan of any existing or future program funding otherwise available to any of the Entitlement Bands. 14.03 NO EFFECT ON CERTAIN MATTERS: Pursuant to An Act to Amend the Indian Act, R.S.C. 1985, c.32 (1st Supp.), provision was made for certain individuals to apply for registration as Indians. In respect of any such individuals who were entitled to be registered Indians pursuant to the Act as of March 31, 1991, but were not registered as of April 15, 1992, the terms and conditions of this Agreement (and in particular Article 15) shall not apply. Nothing in this section shall be deemed to be an admission, confirmation or denial by Canada of any rights or obligations in respect of such individuals, nor any admission by any Entitlement Band which determines its own membership pursuant to the Act that any of such individuals who are not included as members of the Entitlement Band are 101 entitled to any Entitlement Band membership rights, or any existing or future Entitlement Band funding or programs. 102 ARTICLE 15 ENTITLEMENT BAND RELEASE, INDEMNITY AND FINALITY 15.01 RELEASE OF CANADA BY ENTITLEMENT BANDS: Subject to the provisions of sections 15.06 and 15.08, the Entitlement Bands agree, for and on behalf of each Member of such Entitlement Band, that upon ratification, execution and delivery of a Band Specific Agreement, they shall: (a) cede, relinquish and abandon unto Canada and forever discharge and release Canada, Her servants, agents and successors from all claims, rights, title and interest of such Entitlement Band under Treaty relating to land entitlement, and all obligations imposed on, and all promises, undertakings or representations made by Canada under or relating to Treaty land entitlement to such Entitlement Band, or its predecessors in title, and shall further waive any right, action or cause of action, claim, demand, damage, cost, expense, liability and entitlement of whatever nature and kind, whether known or unknown, which such Entitlement Band or any of its Members, whether past, present or future (including their respective heirs, administrators, executors, successors and assigns) ever had, now have, or may hereafter have against Canada by reason of, or in any way arising out of such Treaty land entitlement; (b) agree to forthwith abandon and formally discontinue any legal proceeding commenced against Canada or Saskatchewan and not to assert any cause of action, action for declaration, Claim, or demand of whatsoever kind or nature which the Entitlement Band or any of its Members, whether past, present or future (including their respective heirs, administrators, executors, successors and assigns) ever had, now have or may hereafter have against Canada or Saskatchewan relating to or arising from any Treaty land entitlement and in particular agree, in respect of any court action for outstanding Treaty land entitlement, to forthwith file a Notice of Discontinuance in respect of any legal proceeding taken by the Entitlement Band or any Member thereof for relief, annexing thereto a copy of its Band Specific Agreement as Minutes of Settlement of the action, and upon discontinuance of such proceedings each party agrees to bear their own costs of the action; and (c) notwithstanding subsections (a) and (b) above, but for greater certainty, nothing herein is intended, nor shall it be construed, as affecting any right, action or claim of any Entitlement Band (other than in respect of outstanding Treaty land entitlement) including any right, claim or action in respect of any improper surrender, alienation, or other disposition by Canada of Reserve lands, claims relating to traditional Indian lands (unrelated to outstanding Treaty land entitlement), or any other right, action or claim (unrelated to 103 outstanding Treaty land entitlement) which may now exist or hereafter arise. Provided, however, nothing in this section shall be interpreted as any admission or denial by Canada respecting the validity of any such actions or claims. 15.02 ENTITLEMENT BAND INDEMNITY: (a) Subject to the provisions of section 15.06, the Entitlement Bands agree that, conditional upon ratification, execution and delivery of their respective Band Specific Agreements: (i) to indemnify and forever save harmless Canada from and to be responsible for any and all manner of suits, actions, causes of action, claims, demands taken or initiated against Canada, and all damages, costs, expenses or liabilities incurred by Canada whether by settlement or as a result of a decision of a court, and whether now known or unknown, related to or arising out of or in respect of its Treaty land entitlement which any entity or person, including Members of the Entitlement Band or any of the Entitlement Band's past, present or future Members, and all of those persons eligible to participate in this settlement or any of their respective heirs, successors and assigns, ever had, now have or may hereafter have against Canada in such respect, and, subject to section 14.03, any present or future claim, liability or demand based, in whole or in part, on membership (or the lack of recognition thereof by the Entitlement Band) in the Entitlement Bands; and (ii) to indemnify and forever save harmless Canada from and to be responsible for any and all manner of suits, actions, causes of action, claims or demands taken or initiated against Canada, and all damages, costs, expenses or liabilities incurred by Canada, whether by settlement or as a result of a decision of a court, whether now known or unknown, related to or arising out of or in respect of the deposit of the Entitlement Monies to such Entitlement Band's Trust Account, the administration of the Trust Property, or for the expenditure or administration of any amount paid or administered pursuant to this Agreement, its Band Specific Agreement or the Trust Agreement, which any entity or person, including Members of the Entitlement Bands or any of the Entitlement Band's past, present or future Members, and all of those persons eligible to participate in this settlement, any of their respective heirs, successors or assigns, ever had, now have or may hereafter have against Canada and, subject to section 14.03, including any present or future claim, liability or demand based, in whole or in part, on membership (or the lack of recognition thereof by such Entitlement Band) in the Entitlement Band. 104 15.03 INDEMNITY PROCEDURES: (a) Canada shall use all reasonable efforts to notify an Entitlement Band of a claim or possible claim for indemnification hereunder within a reasonable time following the date that facts, events or circumstances exist and are known to Canada of the basis of a claim in respect of which indemnification hereunder exists or is likely to arise, provided that an Entitlement Band shall not be entitled to avoid liability for indemnification by reason of Canada's failure to give timely notice except to the extent that the Entitlement Band can prove it has been actually prejudiced thereby. (b) With respect to any claim for indemnification under section 15.02 arising out of any legal proceedings instituted or any claim or demand asserted by any third party, Canada shall assume and thereafter control the defence of such proceedings, claim or demand and any negotiations in respect thereof and the affected Entitlement Band and its counsel shall have the right, at the Entitlement Band's option and expense, to collaborate therein. To that end, the affected Entitlement Band shall be entitled to have knowledge (on a strictly confidential basis) of the steps being taken in respect of such proceedings, claim or demand and to make suggestions as to the conduct .of the defence to Canada and its counsel and no settlement shall be entered into without the written consent of the affected Entitlement Band (which shall not be unreasonably withheld). The parties shall endeavour to jointly instruct counsel in the defence of such proceedings, claim or demand, and any negotiations towards settlement thereof. (c) In the event that Canada is prepared to settle any claim or action and the Entitlement Band is not prepared to do so, then provided the Entitlement Band provides satisfactory security (or, at Canada's option, other evidence of an ability to adequately honour its indemnity hereunder) Canada shall continue to defend any such claim or action, and instruct counsel in respect of such, claim or action. (d) The parties agree to act in good faith and upon the advice of counsel and to co- operate fully with each other in connection with the defence, negotiation or settlement of any third party legal proceedings, claim or demand relating to an indemnified matter hereunder including providing access to all books, records and documents as are reasonably necessary to collaborate in or control, as the case may be, the defence of the legal proceedings, claim or demand. (e) In the event Canada should be held to be liable as a result of any claim or action contemplated hereunder (including in respect of any claim or action based on the deposit of any Entitlement Monies to a Trust Account, or in respect of any claim, demand or other liability relating to the administration of 105 Trust Property or the expenditure or administration of any amount paid or administered pursuant to this Agreement, a Band Specific Agreement or Trust Agreement) as a result of a judgment obtained in a legal action taken by the Entitlement Band or by any other entity or persons whomsoever, each of the Entitlement Bands acknowledge that Canada may, in enforcing the provisions of section 15.02, elect to utilize subsection 4(2) of the Act (in respect of section 89 of the Act) for the purpose of recovering from the relevant Entitlement Band any agreed upon settlement amount or resulting judgment in favour of Canada against such Entitlement Band. 15.04 FULL AND FINAL SATISFACTION: Subject to sections 15.06 and 15.08, the Entitlement Bands agree that this Agreement and their respective Band Specific Agreement, jointly, are intended to and do give effect to the full and final satisfaction of any and all obligation or undertaking of Canada relating to Treaty land entitlement in respect of the Entitlement Band including, without limitation, all manner of costs, legal fees, travel expenses and other costs incurred by the Entitlement Band or their representatives in negotiations relating to this Agreement or otherwise and that Canada, by carrying out its obligations pursuant thereto, shall be deemed to have completely fulfilled, and thereby concluded, the Treaty land entitlement rights of each Entitlement Band that is a signatory thereto, and the Treaty land entitlement obligations of Canada to such Entitlement Bands. 15.05 FINALITY - CANADA AND ENTITLEMENT BANDS: Subject to subsection 15.01(c) and section 15.08, and subject to and conditional upon ratification, execution and delivery by an Entitlement Band of its Band Specific Agreement, the Entitlement Bands agree that this Agreement and such Band Specific Agreement, jointly, set forth, in full and complete manner, the actions necessary to implement and fulfil the terms of their respective Treaties in respect of land entitlement and, by carrying out its obligations under such Band Specific Agreement and under this Agreement, Canada's Treaty land entitlement obligations shall be fulfilled. 15.06 NO RELIANCE ON RELEASE, INDEMNITY OR FINALITY IN CERTAIN CIRCUMSTANCES: (a) Notwithstanding sections 15.01 to 15.04, inclusive, Canada agrees that it shall not rely on the provisions thereof in respect of an Entitlement Band in the event that Canada has failed, and is continuing to fail, in any material way, to comply with the following covenants in favour of such Entitlement Band, namely: 106 (i) Canada's obligation to pay such Entitlement Band's Entitlement Monies in accordance with the provisions for payment set forth in Article 3; (ii) prior to the earliest of: (A) the Entitlement Band's Shortfall Acres Acquisition Date; or (B) the twelfth (12th) anniversary of the Execution Date; Canada's obligation to set apart Land as an Entitlement Reserve in accordance with the provisions hereof and of the Band Specific Agreement (subject always to, compliance by such Entitlement Band with the terms hereof and its Band Specific Agreement and, in particular, the provisions set forth in Articles 4 to 9, Article 11 and

Schedule 6 of this Agreement); and, for greater certainty, Canada further agrees that, prior to the earliest of the dates referred to in subparagraphs (a)(ii)(A) and (B), if any damages are incurred by such Entitlement Band as the direct result of any default by Canada in fulfilling its other monetary obligations hereunder (including, without limitation any failure by Canada to honour any of its obligations as set forth in subsection 11.07(a) hereof), the provisions of sections 15.01 to 15.04, inclusive, shall, unless such damages have been paid by Canada to the Entitlement Band, be ineffective as against any action based on Treaty land entitlement commenced by such Entitlement Band, but only to the extent of such actual and unpaid damage. (b) Canada further agrees that it will not rely upon the provisions of sections 15.01 to 15.04, or subparagraph 15.06(a)(ii)(B), in respect of any particular Entitlement Band, in the event that such Entitlement Band has otherwise complied with the terms hereof and the cause for the Entitlement Band's failure to reach its Shortfall Acres Acquisition Date has been as a direct result of Canada's failure to create Entitlement Reserves pursuant to this Agreement as opposed to any non-creation of Entitlement Reserves which has been caused by the failure of any other party to honour its obligations hereunder. 15.07 NO ADMISSION: Nothing in this Article shall be deemed or construed to be an admission by the Entitlement Bands or Canada of the extent of their respective Treaty land entitlement rights and obligations. 107 15.08 NO EFFECT ON FUTURE VARIATION: In the event that at any time hereafter any variation or amendment of Treaty affecting an Entitlement Band is agreed to by Canada and formally concluded, then, except as may be agreed upon at such time, neither this Agreement nor any Band Specific Agreement shall be interpreted as affecting, precluding, or derogating from any such variation or amendment. Nothing in this section shall be deemed to be, or interpreted as, any presumption, intention or expectation that any variation or amendment of any Treaty is actually contemplated or required. 15.09 STAY OF PROCEEDINGS: Each of the Entitlement Bands which has, prior to the Execution Date, commenced any action based, in whole or in part, on Canada's Treaty land entitlement obligations, or any Other alleged obligations of Canada and/or Saskatchewan in respect thereof, hereby agree with Canada and Saskatchewan that, from and after execution and delivery of this Agreement and pending the earliest of: (a) the ratification, execution and delivery by such Entitlement Band of its Trust Agreement and Band Specific Agreement; or (b) the third (3rd) anniversary of the Execution Date; it shall forthwith cease to pursue, prosecute, initiate or otherwise advance any such legal action against Canada or Saskatchewan in respect thereof. 108 ARTICLE 16 CANADA AND ENTITLEMENT BANDS - FINALITY OF SETTLEMENT RESPECTING SASKATCHEWAN 16.01 FINALITY - CANADA AND SASKATCHEWAN: (a) Canada, Saskatchewan and the Entitlement Bands agree that the financial and other contributions to be made by Saskatchewan pursuant to the Amended Cost Sharing Agreement and this Agreement are a means by which Saskatchewan shall fulfil its obligations under paragraph 10 of the Natural Resources Transfer Agreement with respect to the Treaty land entitlement of each Entitlement Band which signs a Band Specific Agreement. (b) Canada and Saskatchewan acknowledge that an agreement to be entered into between Canada and Saskatchewan (as set out in Schedule 4) provides for the release and discharge of the obligations of Saskatchewan under paragraph 10 of the Natural Resources Transfer Agreement and that Canada and Saskatchewan agree to recommend to the Parliament of Canada and the Legislative Assembly of Saskatchewan, respectively, enactment of statutes ratifying and confirming the agreement. 16.02 RELEASE BY CANADA AND ENTITLEMENT BANDS: (a) Canada and each of the Entitlement Bands hereby agree that, after ratification, execution and delivery of a Band Specific Agreement, as long as Saskatchewan is paying to Canada and the Treaty Land Entitlement (Saskatchewan) Fund the amounts required to be paid by Saskatchewan in respect of each of the said Entitlement Bands in accordance with this Agreement, and Saskatchewan has not failed, in any material way, to comply with its other obligations hereunder: (i) the Superintendent General of Indian Affairs shall not request Saskatchewan to set aside any land pursuant to paragraph 10 of the Natural Resources Transfer Agreement to fulfil Canada's obligations under the Treaties in respect of that Entitlement Band; and (ii) the Entitlement Band shall not make any claim whatsoever that Saskatchewan has any obligation to provide land pursuant to paragraph 10 of the Natural Resources Transfer Agreement. (b) Notwithstanding subparagraph (a), Canada and each of the Entitlement Bands further agrees to forever release and discharge Saskatchewan, Her heirs, servants, agents and successors from all claims, obligations, promises, 109 undertakings or representations made by Saskatchewan to Canada relating to Saskatchewan's obligations to assist Canada in fulfilling the Treaty land entitlement of such Entitlement Band, or their predecessors in title, pursuant to paragraph 10 of the Natural Resources Transfer Agreement from and after the earlier of: (i) the date upon which such Entitlement Band reaches its Shortfall Acres Acquisition Date; or (ii) the date upon which Saskatchewan has paid to Canada all amounts required to be paid by Saskatchewan pursuant to this Agreement in respect of such Entitlement Band. 110 ARTICLE 17 OTHER INDIAN BANDS 17.01 NO PREJUDICE: Nothing in this Agreement shall be interpreted in a manner so as to prejudice: (a) the rights or obligations of Canada in respect of any Indian band not a party to this Agreement; or (b) the rights of any Indian band not party to this Agreement; including, without limitation, any Indian band in respect of which Canada may hereafter accept for negotiation a claim for treaty land entitlement. 17.02 NO CREATION OF RIGHTS: Nothing in this Agreement shall be interpreted in a manner so as to create or expand upon rights or confer any rights upon, or to the benefit of, any Indian band not a party to this Agreement. 17.03 APPLICABILITY OF THIS AGREEMENT AND THE AMENDED COST SHARING AGREEMENT TO OTHER BANDS: Canada and Saskatchewan acknowledge that, pursuant to the Amended Cost Sharing Agreement, in the event that it is hereafter determined by Canada that other Bands (other than any Entitlement Band) have substantiated an outstanding treaty land entitlement, on the same or substantially the same basis as the Entitlement Bands, Canada and Saskatchewan shall support an extension of the principles of this Agreement and the Amended Cost Sharing Agreement in order to fulfil the outstanding Treaty land entitlement obligations in respect of such Bands, and, without limitation, acknowledge that they will negotiate any amendments to this Agreement and the Amended Cost Sharing Agreement to ensure that the amounts referred to in Article 4, section 6.2 and section 7.2 thereof are adjusted to ensure that the interests of Canada, Saskatchewan, such Bands and affected local governments are dealt with in a fair and equitable manner. 111 17.04 OTHER NEGOTIATIONS: Canada and Saskatchewan agree that nothing in this Agreement shall prejudice the ability of other Bands whose claim has been accepted for negotiation. from concluding separate arrangements with Canada to settle their outstanding land entitlement. 112 ARTICLE 18 SETTLEMENT BOARD 18.01 SETTLEMENT BOARD: (a) Within six (6) months from the Execution Date, Canada, Saskatchewan and the Entitlement Bands agree to establish a Settlement Board the purpose of which is to oversee and facilitate the implementation of: (i) this Agreement; and (ii) Band Specific Agreement(s); by providing an informal, non-binding, forum for the respective parties where practical solutions and innovative methods may be arrived at before questions or issues become disputes requiring binding arbitration or court proceedings. (b) Any party to this Agreement may submit any question concerning the implementation of this Agreement or a Band Specific Agreement to the Settlement Board for consideration. (c) The Settlement Board may issue recommendations with respect to any question submitted to it. The recommendations shall not be binding upon any of the parties but shall be for guidance and direction only. (d) The Settlement Board may decline to consider any question submitted to it on the basis that: (i) it relates to a matter that is more properly referred to binding arbitration pursuant to Article 19 of this Agreement or in accordance with any Band Specific Agreement; or (ii) it involves the determination of questions more properly referred to the courts; or (iii) it involves a matter which the Settlement Board considers to be frivolous or vexatious. (e) The Settlement Board shall be chaired by an independent person appointed by agreement of the parties. (f) Any Person not a party to this Agreement may attend a meeting of the Settlement Board upon the invitation of a party and with the agreement of the chairperson and the other parties. 113 (g) The proceedings of the Settlement Board shall at all times be conducted on a "without prejudice" basis and none of the documents, representations or other sources of information provided in respect thereof shall be utilized or relied upon by any party (save and except for the party making or delivering the same) with respect to any arbitration conducted pursuant to this Agreement or before any Court. (h) Any matter concerning the procedures and the operations of the Settlement Board not dealt with herein or hereafter determined by agreement between the parties, shall be dealt with in any manner determined appropriate by the Settlement Board. (i) The parties agree that more precise terms of reference for the Settlement Board will be developed within six (6) months of the Execution Date and, thereafter, will be reviewed after a six (6) month trial period. (j) Subject to any agreement referred to in subsection 18.01(h), each party shall be responsible for their own costs incurred in connection with the Settlement Board. 114 ARTICLE 19 ARBITRATION 19.01 ARBITRATION BOARD: (a) An arbitration tribunal (the "Arbitration Board") shall be established to adjudicate upon the disputes contemplated in section 19.02 of this Agreement. (b) The membership of the Arbitration Board shall be as contemplated in subsections 19.07(c) and (d). There shall be a permanent and independent chairperson of the Arbitration Board (the "Chairperson") who shall be appointed, within six (6) months of the Execution Date, by agreement amongst Canada, Saskatchewan and a majority of the Entitlement Bands for a term to also be agreed upon. (c) If either of the independent arbitrators (including the Chairperson) referred to in subsections 19.07(c) and (d) are unable to act, Canada, Saskatchewan and a majority of the Entitlement Bands shall agree upon a replacement within twenty (20) days. (d) In the absence of an agreement within the period mentioned in subsection (c), the remaining arbitrators shall determine a replacement. 19.02 MATTERS FOR ARBITRATION: (a) Canada, Saskatchewan and the Entitlement Bands further agree that should a dispute arise between any of them with respect to the following matters, that the dispute may be referred to the Chairperson for resolution: (i) selection of the independent appraiser to determine the value of Crown Lands or Crown Improvements that either Canada or Saskatchewan have agreed to sell to an Entitlement Band; (ii) selection of the independent appraiser to determine the value of Crown Minerals that either Canada or Saskatchewan have agreed to sell to an Entitlement Band; (iii) selection of the independent appraiser to determine the fair market value compensation to be paid to Canada and/or an Entitlement Band in respect of Improvements or developments pursuant to subparagraph 7.02(c)(iv)(B); 115 (iv) the determination as to whether any particular parcel of Crown Land is: (A) Shore Land; (B) located within the boundaries of a Northern Municipality; (C) Productive Forest Land; (D) located within fifty (50) kilometres of the boundary of an Urban Municipality or a Northern Municipality; or (E) located inside or outside of any of those areas referred to in subsection 4.09(b); (v) the determination of any payment required to be made by Canada or Saskatchewan to the Rural Municipal Compensation Fund or the School Division Compensation Fund pursuant to Article 12; (vi) the determination as to whether any particular Waterbody has an area greater than one thousand (1,000) acres; (vii) the determination as to whether any particular Waterbody has a width, at any point adjacent to Crown Land in question, of twenty (20) meters or more; (viii) the determination of any other matter which has been indicated herein as being the subject of any determination by the Chairperson; and (ix) the selection of an independent appraiser with respect to any other matter which has been indicated herein as being subject to determination by an independent appraiser. (b) Canada, Saskatchewan and the Entitlement Bands agree that should a dispute arise between any of them with respect to the following matters, the dispute may be referred to the Arbitration Board for resolution: (i) whether a particular Waterbody is, or will be, wholly enclosed within an Entitlement Reserve and has no Discernible Surface Outlet; (ii) the appropriate representation of an Entitlement Band on a Co- Management Board; (iii) whether a Provincial Road is used primarily to provide access to locations within an Entitlement Reserve; 116 (iv) whether Improvements have been placed upon an Undeveloped Road Allowance or immediately adjacent thereto and whether those Improvements can easily be relocated; (v) whether any of the lands, properties, sites or areas referred to in subsection 4.07(b) are so designated, or proposed to be so designated, at the time an Entitlement Band indicates in writing that it wished to Purchase such land; (vi) any arbitration involving an Entitlement Band, Saskatchewan, Canada and a Northern Municipality or School Division pursuant to section 4.10; (vii) the determination as to whether any particular parcel of land is the subject of the freeze policy pursuant to section 4.12; (viii) resolution of any dispute with respect to the existence of a Public Purposes Plan arising pursuant to subparagraph 5.04(a)(vi); (ix) determination of any matter relating to the relocation of Improvements as contemplated in subparagraph 7.02(c)(iv)(A); (x) determination of any dispute respecting the creation of any urban Reserve referred to in subsection 9.01(c); (xi) the determination of any dispute respecting the amount of any Provincial Mineral Revenues for the purposes of sections 5.07 or 5.08; and (xii) the determination of any other matter which has been indicated herein as being the subject of any determination by the Arbitration Board. (c) The parties, or any of them, may agree to submit any other dispute between them to either the Chairperson or the Arbitration Board. 19.03 COMPENSATION AND COSTS: The Arbitration Board (or, where applicable, the Chairperson) shall, in addition to adjudicating on the merits of the dispute presented, determine, at their (or the Chairperson's) discretion, the liability among the parties to the arbitration in respect of the compensation payable by any of such parties to the arbitrator(s) and relating to the cost of the arbitration. The costs of the arbitration to the parties and the compensation payable to the arbitrators shall, subject to the Arbitration Board's (or, where applicable, the Chairperson's) discretion, be awarded, allocated and shall be payable commensurate 117 with the relative success of the parties to the arbitration with respect to the issues considered in the arbitration. 19.04 CONFIDENTIALITY: The parties to an arbitration shall use all reasonable efforts to ensure that the Arbitration Board and any arbitrator appointed to the Arbitration Board pursuant to this Article shall keep confidential all information received in connection with the arbitration, except for disclosure of such information to the parties involved in the arbitration. 19.05 DELIVERY OF WRITTEN COMMUNICATIONS: All written communications shall be delivered to Canada and Saskatchewan at the addresses set forth in Article 20 hereof and to the address of any affected Entitlement Band as set forth in its Band Specific Agreement, and in any case a party may change or amend its address in accordance with the terms of Article 20. 19.06 GOVERNING LEGISLATION: (a) Subject to the terms of this Agreement, or unless otherwise agreed by the parties, each arbitration pursuant to this Agreement shall be governed by and conducted pursuant to the Commercial Arbitration Code (the "Code") being a schedule to the Commercial Arbitration Act, R.S.C. 1985, c.-17 (2nd Supp.) and all regulations made and, from time to time; in force under that Act. (b) Except as otherwise provided herein, the Arbitration Board shall determine its own procedure and all questions relating to. the conduct of the arbitration. 19.07 AGREEMENT RESPECTING THE COMMERCIAL ARBITRATION CODE: The parties, with respect to the Code, agree as follows: (a) Article 1: For the purpose of Article 1 of the Code, the matters subject to arbitration herein shall constitute a "commercial arbitration"; (b) Article 7: For the purpose of Article 7 of the Code, this Article shall constitute the "Arbitration agreement"; (c) Article 10: Pursuant to Article 10 of the Code, the number of arbitrators comprising the Arbitration Board, unless otherwise agreed by the parties, shall 118 be three (3) in the event the disagreement involves only two parties to this Agreement and shall be five (5) in the event the disagreement involves all three parties. For the purposes of this Article 19, one or more Entitlement Bands requiring resolution of the same issue shall be considered to be one party; (d) Article 11: Pursuant to Article 11(2) of the Code, but subject to subsection (c), each of the. parties to this Agreement involved in a dispute shall have the right to appoint one (1) arbitrator, with the Chairperson and, if required for a five (5) member board, any remaining arbitrator (collectively the "independent arbitrators") to be appointed by the arbitrators appointed by the parties; (e) Article 20: Pursuant to Article 20 of the Code, each arbitration pursuant to this agreement shall be conducted at Saskatoon, Saskatchewan, or at such other place as the parties may agree; (f) Article 22: Pursuant to Article 22 of the Code, the language used in all arbitral proceedings shall be English; (g) Article 28: Pursuant to Article 28 of the Code, the rules of law applicable to any disagreement before the Arbitration Board shall, be: (i) the laws of Saskatchewan; (ii) the laws of Canada; and (iii) where not inconsistent or incompatible with the foregoing, such other legally enforceable laws; which are applicable in Saskatchewan and in effect at the time the disagreement arose; (h) Article 34: Reference in Article 34 of the Code to a court shall be interpreted as meaning a reference to the Federal Court (Trial Division) or, where applicable, any Court of Appeal therefrom in the event that Canada is a party to the disagreement and, in any other case, shall mean the Saskatchewan Court of Queen's Bench, and any Court of Appeal therefrom. 19.08 ARBITRATION BINDING: (a) Subject to the provisions of the Commercial Arbitration Act and the Code, the decision of the Arbitration Board shall be final and binding, except in relation to a ruling by the Chairperson or by the Arbitration Board with respect to the Chairperson's or the Arbitration Board's own jurisdiction hereunder. 119 (b) All decisions of the Arbitration Board shall be made by a majority. Nothing in this subsection (b) shall be interpreted as preventing any arbitrator from submitting an individual dissenting opinion. 120 ARTICLE 20 GENERAL PROVISIONS 20.01 ENUREMENT: This Agreement shall enure to the benefit of and be binding upon Canada and Saskatchewan, and their respective heirs, successors and assigns and, subject to the provisions of Article 22, upon the Entitlement Bands, their respective Members, and each of their respective heirs, successors, legal representatives and permitted assigns. 20.02 AUTHORITY: The Entitlement Bands agree that the Council of each Entitlement Band has duly authorized the Chief of the Entitlement Band by Band Council Resolution to execute and deliver this Agreement and to act for and on behalf of the Members of the Entitlement Band in executing such documents and taking such further measures as may be reasonable or necessary to carry out and implement the terms, intent and meaning of this Agreement. 20.03 MEMBERS OF SENATE AND HOUSE OF COMMONS: To the extent required by the Parliament of Canada Act, R.S.C. 1985, c. P-1, no member of the House of Commons or Senate of Canada shall be admitted to any share or part of this Agreement or to any benefit not enjoyed by any other member of the public which may arise out of it. 20.04 MODIFICATION OR WAIVER: No modification or waiver of this Agreement shall be binding upon any of the affected parties unless the modification or waiver is in writing and has been executed by the parties so affected, with the same formality as the execution of this Agreement. 20.05 TERMS OF THIS AGREEMENT PREVAIL: Canada and Saskatchewan agree that if there is any conflict between any of the provisions of this Agreement and the Amended Cost Sharing Agreement with respect to the obligations of Canada and Saskatchewan, inter se, the provisions of this Agreement shall prevail except where the contrary intention is expressed in this Agreement. 121 20.06 ASSIGNMENT: The parties agree that the rights and obligations of the parties hereto may not be assigned or otherwise transferred without the prior written consent of the other parties. 20.07 EXPANDED MEANINGS: Unless the context otherwise necessarily requires, the following provisions shall govern the interpretation of this Agreement: (a) words used herein importing the singular number only shall include the plural and vice versa, and words importing the use of any gender shall include all genders; (b) the terms "in writing" or "written" include printing, typewriting, or any electronic means of communication by which words are capable of being visually reproduced at a distant point of reception, including by telecopier or telex; and (c) references herein to any agreement, including this Agreement or any agreement annexed as an Appendix, shall be deemed to be references to the agreement, as varied, amended, modified, supplemented or replaced from time to time. 20.08 HEADINGS AND TABLE OF CONTENTS: The division of this Agreement into articles, sections, subsections, subparagraphs and other subdivisions, the provision of a table of contents, and the insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or interpretation hereof. 20.09 APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with all applicable legislation including, without limitation, the laws of Saskatchewan and the laws of Canada applicable therein. 20.10 STATUTORY REFERENCES: All references herein to statutes of either Canada or Saskatchewan shall include, unless a contrary intention is expressed, any such statute as the same may be amended, re- enacted or replaced from time to time and, in respect of any defined term derived from 122 such statute referred to herein, includes any subsequent definition contained in any statute enacted in substitution therefor, or in modification thereof. 20.11 CURRENCY: All references in this Agreement to dollars are expressed and shall be payable in Canadian currency. 20.12 AMENDMENT: This Agreement shall not be varied, modified, amended, supplemented or replaced except by written agreement executed by the parties hereto. 20.13 ENTIRE AGREEMENT: (a) Subject to and upon execution by Canada and an Entitlement Band of a Band Specific Agreement, this Agreement and such Band Specific Agreement, jointly, shall constitute the entire agreement between the parties relating to the settlement of outstanding Treaty land entitlement claims in respect of the Entitlement Band, and supersedes and cancels any and all pre-existing agreements and understandings relating thereto including, without in any way limiting the generality of the foregoing, any alleged understanding among the parties commonly known as the "1976 Agreement" or the "Saskatchewan Formula". (b) No preliminary drafts or prior versions of this Agreement and the Band Specific Agreement, whether signed or unsigned, and none of the documents, letters, memoranda of position, minutes or other written material delivered or released by any party on a "without prejudice" basis shall be utilized or relied on by any party (save and except for the party which produced, released or delivered the same) to construe the terms or affect the validity or interpretation of this Agreement or any such Band Specific Agreement. (c) No representation, inducement, promise, understanding, condition or warranty not set forth herein or therein has been made or relied upon by any party. 20.14 CURRENT DOLLARS: All dollar amounts specified herein refer to dollars of Canada determined in the year of expenditure, without adjustment for inflation. 123 20.15 AMBIGUITIES: There shall be no presumption that any ambiguity in this Agreement should be interpreted in favour of or against the interests of any of the parties. 20.16 OBLIGATIONS SEVERAL AND NOT JOINT AND SEVERAL: In this Agreement, reference to an acknowledgement or agreement by a given party or by the "Entitlement Bands" is intended by the parties to be an acknowledgement, or agreement by each such party individually, as opposed to an acknowledgement or agreement that is made jointly, or jointly and severally. 20.17 PLACE OF DELIVERY: The address for delivery of any notice or other written communication required or permitted to be given pursuant to this Agreement, including any notice advising another party of any change of address, shall be as follows: (a) TO CANADA: The Regional Director General Saskatchewan Regional Office Department of Indian Affairs and Northern Development 2110 Hamilton Street Regina, Saskatchewan S4P 4K4 With a Copy to: Associate Deputy Minister Department of Indian Affairs and Northern Development Les Terrasses de la Chaudiere 10 Wellington Street Hull, Quebec K1A 0H4 (b) TO SASKATCHEWAN: Indian and Metis Affairs Secretariat 3rd Floor, 1870 Albert Street Regina, Saskatchewan S4P 3V7 124 Attention: Deputy Minister (c) TO THE ENTITLEMENT BANDS: As set forth in their Band Specific Agreements 20.18 EFFECTIVE DATE OF NOTICE: Any notice or communication shall be sufficient if delivered personally, or if delivered by registered mail, postage prepaid shall be deemed to be effective on the latter of the following dates: (a) the date stated in the notice as the effective date of such notice; and (b) if mailed by prepaid registered mail, that date five (5) business days after mailing; and (c) if delivered personally, on the date of such delivery. During an actual or anticipated postal disruption or stoppage, postal delivery shall not be used by any party. 20.19 LEGISLATION: In addition to legislation required to vary or amend the Natural Resources Transfer Agreement contemplated in Article 16, the parties acknowledge that certain other amendments to federal and provincial legislation are required to give full effect to certain provisions of this Agreement. As such, Canada and Saskatchewan agree to present legislation to the Parliament of Canada and the Legislative Assembly of Saskatchewan, respectively, with respect to the following matters: (a) Statutes of Saskatchewan: (i) the ability of Saskatchewan to transfer water and the beds and shores of Waterbodies to or for the benefit of Entitlement Bands as contemplated in sections 6.01 and 6.02; (ii) the transfer of Minerals to or for the benefit of Entitlement Bands as contemplated in sections 5.03, 5.04, 5.07 and 5.08; (iii) the transfer of residual interests to or for the benefit of Entitlement Bands as contemplated by section 11.09; 125 (iv) the authority of Saskatchewan or, where applicable, the Saskatchewan Water Corporation to enter into Co-Management Agreements with Entitlement Bands concerning the matters referred in sections 6.07 and 6.08 and, in particular, to ensure that such agreements are binding upon Saskatchewan or, where applicable, the Saskatchewan Water Corporation according to the terms thereof; (v) the authority of Urban Municipalities, Northern Municipalities and School Divisions, including school divisions in the Northern Administration Division, to enter into agreements with Entitlement Bands with respect to the matters contemplated in section 9.01 and section 11.10 and to ensure that those agreements are binding upon such Urban Municipalities, Northern Municipalities and School Divisions in accordance with the terms thereof; (vi) the binding effect of a determination by arbitration of the Purchase Price for schools located in Northern Municipalities; (vii) the requirement that Rural Municipalities maintain roads in the manner contemplated in subparagraph 7.06(a)(i); and (b) Statutes of Canada: (i) the non-enforceability of the common law riparian rights of Entitlement Bands by injunction, mandamus, prohibition or other similar prerogative writ in circumstances contemplated in subsection 6.05(a); (ii) subject to section 6.10, where applicable, the authority of Entitlement Bands to enter into Co-Management Agreements with Saskatchewan or, where applicable, the Saskatchewan Water Corporation concerning the matters referred to in section 6.07 and section 6.08 and, in particular, to ensure that such agreements are binding upon the Entitlement Bands (including, where applicable, their members) according to the terms thereof; (iii) the authority of Entitlement Bands to enter into agreements with Urban Municipalities, Northern Municipalities and School Divisions, including school divisions in the Northern Administration District, with respect to the matters contemplated in section 9.01 and section 11.10 and to ensure that those agreements are binding upon the Entitlement Bands (including, where applicable, their members) according to the terms thereof; 126 (iv) as soon as reasonably possible the establishment of the Special Purpose Account for the purpose of thereafter administering the Treaty Land Entitlement (Saskatchewan) Fund. (c) In the event that either Parliament or the Legislative Assembly do not enact the required legislation referred to in subsections (a) or (b) on or before the 1st day of July, 1993, the parties agree to forthwith enter into good faith negotiations with respect to the relevant provisions of this Agreement requiring legislation to give full effect thereto and, if necessary, to determine alternate ways to fulfill its spirit and intent. In such an event, any party to this Agreement shall have the right to seek compensation for damages sustained as a result of any failure to enact such legislation, which damages, if any, shall be recoverable from whichever of Canada or Saskatchewan has not enacted the required legislation. 20.20 COURT PROCEEDINGS: Notwithstanding Article 19, save and except for those questions to which arbitration has been agreed to in section 19.02, in the event the parties concerned are unable to agree on any matter, including a question of interpretation of any term, covenant, condition or provision of this Agreement, the determination of any such disagreement, and the enforcement thereof, shall be within the exclusive jurisdiction of the Federal Court of Canada. 20.21 NO EFFECT ON MEMBERSHIP: Canada and the Entitlement Bands agree that, notwithstanding the definition of "Member" utilized for the purposes of this Agreement and any Band Specific Agreement, nothing in this Agreement or any Band Specific Agreement shall be interpreted or construed in any way as: (a) affecting an Entitlement Band's right to now, or at any time hereafter, determine its membership in accordance with applicable law; or (b) any offer or admission by an Entitlement Band respecting the availability of membership to any individual or group of individuals; and, for greater certainty, such definition is being utilized by the Entitlement Bands and Canada only for the purposes of this Agreement and the Band Specific Agreements hereunder. 127 20.22 NO CREATION OF TREATY OBLIGATION: Each of the parties agrees that nothing in this Agreement is intended, nor shall it be interpreted or construed in any way: (a) as confirming, acknowledging or creating any obligation under any treaty as between Saskatchewan and any Band; or (b) as any admission on the part of Saskatchewan that it now has, ever had, or may hereafter have, any direct or indirect obligation to provide land or money to any Person whatsoever (other than its obligations to provide unoccupied Crown Land to Canada) pursuant to the Natural Resources Transfer Agreement.. 20.23 CONSTITUTIONAL OR LEGISLATIVE CHANGES: Where any amendment not contemplated by this Agreement is enacted to the Constitution of Canada, the Act or to any other legislation, the result of which amendment is a material change in the legal rights or obligations of the parties and which, in turn, materially affects the implementation, operation or effect of this Agreement, the parties agree to enter into good faith negotiations designed to determine and implement any necessary amendments to this Agreement required to remedy or alleviate the effect of such constitutional or legislative changes. 128 ARTICLE 21 BEST EFFORTS 21.01 BEST EFFORTS: Canada, Saskatchewan and the Entitlement Bands agree that they will, in good faith, employ their best efforts to fulfil the terms of this Agreement according to its true spirit and intent and that they will negotiate in good faith any further agreement or agreements that are required in order to do so. 21.02 SPECIFIC UNDERTAKINGS OF CANADA: In particular, Canada agrees: (a) to expedite the preparation and passage of all Orders in Council and Ministerial approvals required for the establishment of an Entitlement Reserve; (b) to perform or cause to be performed all surveys and assessments required to be performed by Canada for the establishment of an Entitlement Reserve as contemplated herein; (c) to promptly provide Saskatchewan with all information required by Saskatchewan to fulfil its obligations to Canada to transfer land for the establishment of an Entitlement Reserve; (d) to comply, on a priority basis, with the requirements of all laws, policies, procedures and requirements for the establishment of an Entitlement Reserve; (e) to commit sufficient personnel. to promptly and efficiently co-ordinate and facilitate the compliance by Canada with its obligations hereunder (including the creation of Entitlement Reserves) and to satisfy and resolve disputes respecting this Agreement; (f) as soon as reasonably possible, to recommend to the Parliament of Canada that the legislation contemplated in subsection 20.19(b) be enacted; (g) to facilitate the establishment of Entitlement Reserves in Northern Municipalities without delay and, in all cases, to use its best efforts to promptly and efficiently satisfy all of its obligations hereunder in order that such Entitlement Reserves may be established within two (2) years after an Entitlement Band has indicated in writing its interest in acquiring Entitlement 129 Land within such a Northern Municipality for the purpose of establishing an Entitlement Reserve; (h) to give favourable consideration to assisting Entitlement Bands with financial arrangements for the purpose of acquiring federal Crown assets located in Northern Municipalities including, where applicable and without limitation, arrangements for payment for such assets over time; and (i) to take reasonable steps to ensure that the anticipated transfer dates to Entitlement Reserve Status in respect of all or a significant portion of those Northern Municipalities referred to in subsection 3.1.1(k) of the Amended Cost Sharing Agreement are attained. 21.03 SPECIFIC UNDERTAKINGS OF SASKATCHEWAN: In particular, Saskatchewan agrees: (a) to provide timely responses to the Entitlement Bands to any inquiries concerning the availability for sale of any provincial Crown Land, Minerals or Improvements; (b) to expedite the process required to secure all necessary departmental approval for the sale of provincial Crown Land; (c) to provide information within the knowledge of Saskatchewan to the Entitlement Bands with respect to all Third Party Interest Holders and Mineral Disposition Holders, that have interests in any provincial Crown Land that Saskatchewan has agreed to sell as soon as practically possible; (d) to prepare on an expedited basis any release documentation required by Saskatchewan from any Third Party Interest Holder or Mineral Disposition Holder that has an interest in any provincial Crown Land that Saskatchewan has-agreed to sell; (e) to expedite the preparation and passage of all Orders in Council required to transfer provincial Crown Lands, provincial Crown Minerals, the water, beds or shores of any Waterbody, or any other interest in Land, Minerals or Improvements which Saskatchewan has agreed to transfer hereunder to Canada in order that the Entitlement Land may be promptly set apart as an Entitlement Reserve; (f) to provide, on a priority basis, all other information within the control of Saskatchewan that is reasonably required by Canada or an Entitlement Band with respect to the acquisition of lands pursuant to this Agreement; 130 (g) to provide all possible priority with respect to the registration of any documents under provincial laws that are necessary for the establishment of an Entitlement Reserve; (h) to commit sufficient personnel to promptly and efficiently co-ordinate and facilitate the compliance by Saskatchewan with its obligations hereunder and to satisfy and resolve disputes respecting this Agreement; (i) as soon as reasonably possible, to recommend to the Legislative Assembly of Saskatchewan that the legislation contemplated in subsection 20.19(a) be enacted; (j) to negotiate promptly and in good faith, and to not unreasonably withhold, the sale to Entitlement Bands of provincial Crown Lands and Improvements located within Northern Municipalities and to base the proposed selling price of any such Crown Land and Improvements upon the criteria set forth in section 4.10 hereof; (k) in all cases, to use its best efforts to promptly and efficiently satisfy all of its obligations hereunder in order that Entitlement Reserves may be established within Northern Municipalities within two (2) years after an Entitlement Band has indicated in writing its interest in acquiring Entitlement Land within such a Northern Municipality for the purpose of establishing an Entitlement Reserve; (1) to actively encourage Northern Municipalities and the board of any relevant School Division operating within Northern Municipalities to give favourable consideration to the sale of their respective assets within such Northern Municipalities to Entitlement Bands promptly and at a reasonable price determined in accordance with the criteria set forth in section 4.10 hereof; (m) to give favourable consideration to assisting Entitlement Bands with financial arrangements for the purpose of acquiring provincial Crown assets located in Northern Municipalities including, where applicable and without limitation, arrangements for payment for such assets over time; and (n) to take reasonable steps to ensure that the anticipated transfer dates to Entitlement Reserve status in respect of all or a significant portion of those Northern Municipalities referred to in subsection 3.1.1(k) of the Amended Cost Sharing Agreement are attained. 131 21.04 SPECIFIC UNDERTAKINGS OF ENTITLEMENT BANDS: In particular, each of the Entitlement Bands agrees: (a) to proceed as soon as reasonably possible to negotiate and conclude their Band Specific Agreement; (b) to promptly and accurately supply any information, Band Council Resolutions and other documentation or information required to be supplied by the Entitlement Band to Canada or Saskatchewan pursuant to this Agreement; (c) to promptly comply with any reasonable requests made by Canada and Saskatchewan for more accurate or complete information relating to Lands, Minerals or Improvements or otherwise affecting Entitlement Land or a proposed Entitlement Reserve; (d) to use all reasonable efforts to reach their Shortfall Acres Acquisition Date as promptly as is reasonable in the circumstances prior to the expiration of twelve (12) years from the Execution Date; and (e) to take appropriate steps to ensure compliance by their Trustees and other Entitlement Band representatives with the spirit and intent of this Agreement, and their Band Specific Agreement and Trust Agreement. 132 ARTICLE 22 COMING INTO FORCE 22.01 COMING INTO FORCE: This Agreement shall come into force: (a) as between an Entitlement Band, Saskatchewan and Canada, when a Band Specific Agreement respecting such Entitlement Band has been ratified, executed and delivered by an Entitlement Band, and executed by Canada, within the time frames and in accordance with the provisions of Article 10; and (b) as between Saskatchewan and Canada, on the Execution Date. 22.02 CERTAIN PROVISIONS EFFECTIVE: Notwithstanding section 22.01, section 15.09 and subsections 3.09(b) and (c) shall be deemed to be effective as among Canada, Saskatchewan and an Entitlement Band immediately upon execution of this Agreement by such Entitlement Band. 133 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed and delivered on the date and year first above Written: Signed on behalf of Her Majesty ) the Queen in Right of Canada by ) _________________________________ the Prime Minister of Canada and ) The Right Honourable Brian Mulroney the Honourable Minister of Indian ) Prime Minister of Canada Affairs and Northern Development: ) _________________________________ The Honourable Tom Siddon Minister of Indian Affairs and Northern Development Signed on behalf of Her Majesty ) the Queen in Right of ) Saskatchewan by the Premier of ) _________________________________ Saskatchewan and the Honourable ) The Honourable Roy Romano, QC Minister responsible for the Indian ) Premier of Saskatchewan and Metis Affairs Secretariat: ) _________________________________ The Honourable Robert Mitchell, QC Minister responsible for the Indian and Metis Affairs Secretariat Signed on behalf of the following ) Entitlement Bands by their ) respective Chiefs as witnessed by ) _________________________________ the Chief of the Federation of ) Chief Roland Crowe Saskatchewan Indian Nations and ) Chief of the Federation of the Treaty Commissioner of ) Saskatchewan Indian Nations Saskatchewan ) _________________________________ Cliff Wright Treaty Commissioner, Saskatchewan (Signatures continued on next page) 134 Signed on behalf of the Keeseekoose Band: _________________________________ Chief Albert J. Musqua Chief of the Keeseekoose Band Signed on behalf of the Muskowekwan Band: _________________________________ Chief Albert Pinacie Chief of the Muskowekwan Band Signed on behalf of the Ochapowace Band: _________________________________ Chief Denton George Chief of the Ochapowace Band Signed on behalf of the Okanese Band: _________________________________ Chief Marie-Anne Day Walker of the Okanese Band Signed on behalf of the Piapot Band: _________________________________ Chief Clayton A. Kaiswatum of the Piapot Band Signed on behalf of the Star Blanket Band: _________________________________ Chief Irvin Starblanket of the Star Blanket Band Signed on behalf of the Yellowquill Band: _________________________________ Chief Hank H. Neapetung of the Yellowquill Band (Signatures continued on next page) 135 Signed on behalf of the Beardy's & Okemasis Band: _________________________________ Chief Richard J. Gamble of the Beardy's & Okemasis Band Signed on behalf of the Flying Dust Band: _________________________________ Chief Richard Gladue of the Flying Dust Band Signed on behalf of the Joseph Bighead Band: _________________________________ Chief Ernest Sundown Chief of the Joseph Bighead Band Signed on behalf of the Little Pine Band: _________________________________ Chief Johnson Kakum Chief of the Little Pine Band Signed on behalf of the Moosomin Band: _________________________________ Chief Gerald Swiftwolfe Chief of the Moosomin Band Signed on behalf of the Mosquito Grizzly Bear's Head Band: _________________________________ Chief Clarence Stone Chief of the Mosquito Grizzly Bear's Head Band Signed on behalf of the Muskeg Lake Band: _________________________________ Chief Harry James Lafond Chief of the Muskeg Lake Band (Signatures continued on next page) 136 Signed on behalf of the One Arrow Band: _________________________________ Chief Richard John Chief of the One Arrow Band Signed on behalf of the Onion Lake Band: _________________________________ Chief Joseph Waskewitch of the Onion Lake Band Signed on behalf of the Pelican Lake Band: _________________________________ Chief Edward Bill of the Pelican Lake Band Signed on behalf of the Peter Ballantyne Band: _________________________________ Chief Ronald Michel of the Peter Ballantyne Band Signed on behalf of the Poundmaker Band: _________________________________ Chief Blaine Favel of the Poundmaker Band Signed on behalf of the Red Pheasant Band: _________________________________ Chief Michael Baptiste of the Red Pheasant Band Signed on behalf of the Saulteaux Band: _________________________________ Chief Gabriel Gopher Chief of the Saulteaux Band (Signatures continued on next page) 137 Signed on behalf of the Sweetgrass Band: _________________________________ Chief Edward Wayne Standinghorn Chief of the Sweetgrass Band Signed on behalf of the Thunderchild Band: _________________________________ Chief Charles Paddy, Sr. Chief of the Thunderchild Band Signed on behalf of the Witchekan Lake Band: _________________________________ Chief Mike Fineday Chief of the Witchekan Lake Band Signed on behalf of the Canoe Lake Band: _________________________________ Chief Frank Iron Chief of the Canoe Lake Band Signed on behalf of the English River Band: _________________________________ Chief Louis George Chief of the English River Band