Common use of Purchaser’s Covenants Clause in Contracts

Purchaser’s Covenants. The Purchaser covenants and agrees with the Developer: a) to comply with all the by-laws, restrictions and requirements of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Agreement; b) that the Developer shall be at any time entitled to enter upon the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing Date.

Purchaser’s Covenants. The Purchaser covenants and agrees with the Developer: (a) [*]. (b) Purchaser shall support JPM CCC’s application to become a shipper on the Minnesota Pipeline under the MPL Local Commodity Tariff’s Rule and Regulations in order to give JPM CCC access to the MPL Tanks, as well as shipper status on the Minnesota Pipeline. Purchaser shall request of MPL that JPM CCC have the right to utilize Marathon’s historical pipeline shipping capacity on the Minnesota Pipeline and Purchaser shall provide commercially reasonable cooperation and assistance in connection with JPM CCC’s efforts to obtain such right. Purchaser shall use commercially reasonable efforts to provide JPM CCC with each pipeline system operator’s written acknowledgement of any transfer of allocated capacity or shipper history and its agreement that JPM CCC would have control over, and hold title to, the Oil to be shipped to Purchaser. (c) Purchaser shall ensure that at all times during the Term of this Agreement that the Letter of Credit has been issued and provided to JPM CCC and that such Letter of Credit is not subject to any Letter of Credit Default. (d) Not less than [*] Business Days prior to any change in the effective ownership and control of the Refinery by a Person other than Purchaser that does not constitute a Change of Control, Purchaser shall deliver or cause to be delivered to JPM CCC all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such Person that owns and controls the Refinery and JPM CCC shall be reasonably satisfied by the substance of such documentation and other information. (e) Purchaser shall not agree to amend, modify or supplement Section 6.05(l) or Section 9.02(c)(ii) of the ABL Credit Agreement or any provision of any ABL Collateral Document or any other document relating to the ABL Facility that provides that the liens of the administrative agent and/or the collateral agent, the lenders and the other secured parties thereunder on any Oil that is sold by Purchaser to JPM CCC pursuant to any Purchaser Supply Transaction or any [*] or under any other Transaction Document shall be automatically released upon any such sale and that any such sale may otherwise occur, if such amendment, modification or supplement would be materially adverse to the interests of JPM CCC. (f) Purchaser will furnish to JPM CCC, concurrently with delivery thereof to the “Agent” under the ABL Credit Agreement, copies of whatever is delivered to such Agent pursuant to Sections 5.01(a), (b), (c), (f) and (n) of the ABL Credit Agreement. For the avoidance of doubt, the obligations of Purchaser under this Section 6.3(f) may be satisfied with respect to financial information of Purchaser by furnishing the applicable financial statements of Holdings. (g) Purchaser will furnish to JPM CCC, promptly following JPM CCC’s request therefor, all documentation and other information that JPM CCC reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) Purchasers will (a) at all times maintain and preserve all material property necessary to the by-laws, restrictions and requirements operation of the Municipality Refinery in respect of the Purchaser's construction good repair, working order and other activities on the Lotcondition, including those set forth in the Development Agreement; ordinary wear and tear excepted and casualty or condemnation excepted and (b) make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto as necessary in order that the Developer shall business carried on in connection therewith, if any, may be properly conducted at any time entitled to enter upon all times, except, in each case, where the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that , individually or in the Purchaser shall install at its own expense all sewer connections aggregate, could not reasonably be expected to the dwelling to be erected result in a material adverse effect on the said Lotability of Purchaser to perform its obligations under this Agreement. (i) Purchaser will, all and will cause each or its subsidiaries to, keep proper books of record and account in accordance with the requirements generally accepted accounting principles applicable to Purchaser in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. (j) Purchaser will not sell, transfer, lease or otherwise dispose of the Municipality and subject to any warranties imposed under Refinery as a Development Agreement relating to whole or all or substantially all of the Lot, and to secure from the Municipality all necessary permits equipment used in connection therewith; e. Documents required to be delivered pursuant to clauses (f) or (g) of this Section 6.3 may be delivered electronically and, if so delivered, shall be deemed to trench and backfill from have been delivered on the property line of date on which Purchaser posts such documents, or provides a link thereto on Purchaser’s or Holdings’ website on the Lot to service connections to the dwelling for utilities Internet at the Purchaser's expense and website address provided to pay all charges with respect JPM CCC from time to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach time in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing Datewriting.

Purchaser’s Covenants. (a) With respect to each Purchased Loan acquired by CCLF Sub, the Purchaser shall provide or cause its affiliates to provide to Cliffwater no less frequently than quarterly and at the Purchaser’s expense (i) any marks and discount rates obtained by the Purchaser in connection with the valuation of such Purchased Loan and (ii) any reports of a third party valuation firm with respect to any Purchased Loan prepared on behalf of Purchaser or its affiliates; provided that, the Purchaser shall not be required to disclose to Cliffwater or CCLF Sub any information to the extent such disclosure would violate any agreement or confidentiality obligation and, without limiting the foregoing, Cliffwater and CCLF Sub agree that the receipt of such information is conditioned on Cliffwater and CCLF Sub receiving the consent of such valuation firm (including by entering into a non-reliance letter acceptable to such valuation firm). (b) Upon the written request (including, without limitation, by email) of Cliffwater, the Purchaser shall provide to Cliffwater preliminary information regarding the aggregate amount of its called and uncalled subscriptions and its asset holdings (including, without limitation, any tranche information) no later than five business days after the end of each calendar month in which such request is made. (c) The Purchaser shall provide to Cliffwater notice of the existence of any known material events of default (which has resulted in the applicable counterparty becoming capable of exercising remedies thereunder, whether or not such remedy is actually exercised) under its debt facilities that are known to the Purchaser and that have not previously been disclosed by the Purchaser to Cliffwater within five business days of the end of each calendar month. (d) The Purchaser hereby covenants and agrees with the Developer:that this Agreement and its obligations hereunder do not and will not conflict with, or result in a breach of, any agreement that it is a party to in any material respect and that at all times it will be able to consummate each Forward Purchase and purchase, receive and accept each Purchased Loan and each Available Unfunded Commitment from CCLF Sub. a(e) to comply with all the by-laws, restrictions and requirements of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Agreement; b) that the Developer shall be at any time entitled to enter upon the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed promptly (and in any event within five (5) business days of its receipt thereof) deliver to connect the dwelling, until the foundation excavation has been backfilled Cliffwater any and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement material amendments relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing DatePurchased Loans.

Purchaser’s Covenants. The Purchaser covenants (a) Pre-Closing. Between the date hereof and agrees the Closing, except as contemplated by this Agreement or with the Developerconsent of Sellers’, Purchaser agrees that: a(i) to comply Purchaser will not take any action inconsistent with all its obligations under this Agreement or which could hinder or delay the by-laws, restrictions and requirements consummation of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Transaction contemplated by this Agreement; b(ii) that Purchaser will make all reasonable efforts, with all due diligence, to obtain all consents, approvals and licenses necessary to permit the Developer shall be at any time entitled consummation of the Transaction contemplated by this Agreement and/or necessary to enter upon permit Purchaser to own and operate the Lot to perform any work required by CPM Facilities as of the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Closing Date; provided, however, Purchaser agrees that the plug shall not be removed deemed to connect be in breach of its obligations under this Section 11(a)(ii) in the dwellingevent it is not licensed by Closing to operate any or all of the CPM Facilities; (iii) Purchaser will proceed with all due diligence and at its sole cost and expense to conduct such investigations with respect to Assets as it deems to be reasonably necessary in connection with its purchase thereof, until including, but not limited to, zoning investigations, soil studies, environmental assessments, seismic assessments, wetlands reports, appraisals, investigations of Sellers’, the foundation excavation has been backfilled Owners’ and the roof Facilities’ books and records and operations, dry rot and termite inspections and structural inspections, provided no investigations will be physically intrusive on the Real Property or the Facilities unless Sellers or the Owners consent thereto, which consents shall not, in the case of the dwelling has been sheathed Sellers, be unreasonably withheld and which consents shall, in the case of the Owners, be governed by the AL Master Agreement (the "Due Diligence Review"); provided, however, that Purchaser shall maintain the confidentiality of any documents or information obtained by it from Sellers or Owners during the course of its Due Diligence Review and shall indemnify return the Developer same to Sellers or Owners, as applicable, in the event the Transaction provided for herein fails to close for any reason whatsoever. Furthermore, Purchaser shall indemnify, defend and hold Sellers, Assignor and the Municipality against Assets harmless of and from any and all actionslosses, claimsliabilities, demandscosts, expenses (including without limitation, reasonable attorney's fees and costs of court at trial and on appeal), damages, loss liens, claims (including, without limitation mechanics' or materialmans’ liens or claims of liens), actions and costscauses of action arising from or relating to Purchaser (or Purchaser’s agents, including legal and court costs suffered employees, or incurred representatives) entering on the Real Property and/or the Facilities to test, study, investigate or inspect the same or any part thereof, whether pursuant to this paragraph or otherwise or from a breach by Purchaser of its confidentiality obligations hereunder. The foregoing indemnity shall expressly survive the Developer Closing or the Municipality arising out earlier termination of any failure by Purchaser to do sothis Agreement; d(iv) that the Purchaser shall install at its own expense all sewer connections Prior to the dwelling Closing with respect to be erected on the said LotHunters Xxxx Facility, all Purchaser will advise MMA in writing which, if any of the Operating Contracts it elects to assume as of the Closing Date (the "Assumed Operating Contracts"); (v) Purchaser will negotiate in good faith with Sellers with respect to the terms of the Management Termination Agreements, the Management Amendment Agreements, the Grand Terrace LTA, the Interim Hunters Xxxx Management Agreement, if applicable, and the Interim Subleases; and (vi) Purchaser will continue to manage the Emeritus Managed CPM Facilities and will continue to lease and operate the Grand Terrace Facility in accordance with the requirements terms of the Municipality Lease and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing DateManagement Agreements.

Purchaser’s Covenants. The Purchaser covenants (a) Pre-Closing. Between the date hereof and agrees the Closing Date, except as contemplated by this Agreement or with the Developerconsent of Sellers, Purchaser agrees that: a(i) to comply Purchaser will not take any action inconsistent with its obligations under this Agreement or which could hinder or delay the consummation of the transaction contemplated by this Agreement; (ii) Purchaser will proceed with all due diligence and use its best efforts to obtain all consents and approvals necessary to permit the by-laws, restrictions and requirements consummation of the Municipality transaction contemplated by this Agreement and/or necessary to permit Purchaser to own and Purchaser or Tenant to operate the Facilities; (iii) Purchaser will proceed with all due diligence to conduct such investigations with respect to Sellers’ Assets as it deems to be reasonably necessary in respect connection with its purchase thereof, including, but not limited to, zoning investigations, soil studies, environ­mental assessments, seismic assessments, wetlands reports, review of all Property Documents provided by Sellers, investigations of Sellers’ and the Purchaser's construction Facilities’ operating books and other activities records and structural inspections, provided, however, no studies or investigations conducted at the Real Property will be physically intrusive on the LotReal Property or the Facilities unless Sellers consent thereto, including those which consent shall not be unreasonably withheld (the “Feasibility Review”); provided, however, nothing herein shall be construed as amending or modifying in any manner the representations or warranties of Sellers set forth in this Agreement, which representations and warranties shall be separate from and unaffected by Purchaser’s Feasibility Review; and provided, further, that Purchaser shall maintain the Development Agreementconfidentiality of any documents or information obtained by it during the course of its Feasibility Review and shall return the same to Sellers in the event the transaction provided for herein fails to close for any reason whatsoever; b(iv) that On or before the Developer shall be at any time entitled to enter upon the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof expiration of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actionsFeasibility Period (as that term is defined below), claimsPurchaser will advise Sellers in writing which, demandsif any, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject Operating Contracts it elects to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements assume as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing Date; and (v) If Purchaser elects to assume the Existing Mortgages, Purchaser shall proceed with all due diligence and use its best efforts to obtain all consents and approvals necessary from the Existing Lender to permit the assumption of the Existing Mortgage and the release of the Sellers from liability thereunder.

Purchaser’s Covenants. The Purchaser covenants and agrees with the DeveloperVendor as follows: a11.1 The Purchaser has, examined and fully satisfied itself/himself as to the following: (i) to comply with all the by-laws, restrictions and requirements The title of the Municipality Vendor in respect of the Purchaser's construction Said Land and other activities on also the Lot, including those set forth Said Property; (ii) The terms and conditions contained in the Development this Agreement; b(iii) that The Sanctioned Plan; (iv) The total Built-Up Area to be comprised in the Developer Said Apartment and the Super Built-Up Area thereof; (v) The specifications of materials used and/or to be used for construction of the Residential Complex including the Said Apartment; and thus the Purchaser has agreed not to raise henceforth any objection or make any kind of requisition, whatsoever or howsoever, regarding the above and also waives his right, if any, to do so. 11.2 The Purchaser shall not be at any time entitled to enter upon claim transfer/Deed of Conveyance of the Lot Said Property until the Purchaser fulfils and performs all his obligations and completes all payments under this Agreement. 11.3 It is specifically agreed between the Parties hereto that, prior to perform any work required conveyance of the Said Property by the Municipality;Vendor to the Purchaser, the Purchaser shall not encumber the Said Property in any manner except for raising the housing loan from any reputed financial institution or bank, etc. for payment of the Sale Price under this Agreement. c) that 11.4 The Purchaser shall not have any charge/lien in respect of the Developer will plug Said Property till physical possession is made over to him after payment of all amounts due and payable by him in terms of this Agreement and the sewer service when the lot line services are installed. The Purchaser agrees that the plug Vendor shall have first charge and/or lien over the Said Property for all amounts due and payable by the Purchaser to the Vendor. However, if the Said Property is purchased with assistance of a bank/financial institution, then such charge/lien of the Vendor shall stand extinguished on the financial institution/bank only after clearing all dues of the Vendor. 11.5 The Purchaser shall not seek partition or division or separate possession in respect of the Said Apartment under any circumstances. It is agreed and confirmed by the Purchaser that the Said Land will be removed to connect held jointly by the dwellingApartment Owners as co-owners, until the foundation excavation has been backfilled each having an undivided proportionate share therein and the roof Common Areas and Facilities as mentioned in the Third Schedule shall be used in common by the Apartment Owners. None of the dwelling has been sheathed Apartment Owners shall make any obstruction or store or keep any article in Common Areas and Facilities. 11.6 The Purchaser shall indemnify not do or suffer to be done anything in or to the Developer Said Apartment which may adversely affect the Said Apartment and/or the Said Building/Residential Complex. 11.7 The Purchaser shall not enclose the terrace/balconies/utility areas under any circumstances. 11.8 If any development and/or betterment charges or other levies are charged or sought to be recovered by Kolkata Municipal Corporation or other statutory authority in respect of the Said Property, the same shall be borne and paid by the Purchaser in proportion to its undivided share in the Said Land. 11.9 If the Purchaser is not a resident of India, then it shall be his sole obligation and liability to comply with the provisions of all applicable laws including Foreign Exchange Management Act, 1999 (FEMA) and all other necessary requirements, rules, regulations, guidelines, etc. of the government or any other authority from time to time, including those pertaining to remittance of payment for acquisition of immovable properties in India. The Purchaser shall also furnish the required declaration/documents to the Vendor in the prescribed format, if necessary. All refunds to Non-Resident Indians (NRI) and foreign citizens of Indian origin, shall however, be made in Indian Rupees. 11.10 In case there is any increase in the area of the Said Apartment upon construction being made and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred measurement being certified by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that Vendor, the Purchaser shall install pay additional consideration calculated at its own expense all sewer connections to the dwelling to same rate at which the Sale Price has been computed. Similarly, in case there is any decrease in area of the Said Apartment upon construction being made and the measurement being certified by the Vendor, the Sale price shall be erected reduced on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing Datebasis.

Purchaser’s Covenants. (a) With respect to each Purchased Loan acquired by Cliffwater or CCLF Sub, the Purchaser shall provide or cause its affiliates to provide to Cliffwater no less frequently than quarterly and at the Purchaser’s expense (i) any marks and discount rates obtained by the Purchaser in connection with the valuation of such Purchased Loan and (ii) any reports of a third party valuation firm with respect to any Purchased Loan prepared on behalf of Purchaser or its affiliates; provided that, the Purchaser shall not be required to disclose to Cliffwater or CCLF Sub any information to the extent such disclosure would violate any agreement or confidentiality obligation and, without limiting the foregoing, Cliffwater and CCLF Sub agree that the receipt of such information is conditioned on Cliffwater and CCLF Sub receiving the consent of such valuation firm (including by entering into a non-reliance letter acceptable to such valuation firm). (b) Upon the written request (including, without limitation, by email) of Cliffwater, the Purchaser shall provide to Cliffwater preliminary information regarding the aggregate amount of its called and uncalled subscriptions and its asset holdings (including, without limitation, any tranche information) no later than five business days after the end of each calendar month in which such request is made. (c) The Purchaser shall provide to Cliffwater notice of the existence of any known material events of default (which has resulted in the applicable counterparty becoming capable of exercising remedies thereunder, whether or not such remedy is actually exercised) under its debt facilities that are known to the Purchaser and that have not previously been disclosed by the Purchaser to Cliffwater within five business days of the end of each calendar month. (d) The Purchaser hereby covenants and agrees with the Developer:that this Agreement and its obligations hereunder do not and will not conflict with, or result in a breach of, any agreement that it is a party to in any material respect and that at all times it will be able to consummate each Forward Purchase and purchase, receive and accept each Purchased Loan and each Available Unfunded Commitment from Cliffwater or CCLF Sub, as applicable. a(e) to comply with all the by-laws, restrictions and requirements of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Agreement; b) that the Developer shall be at any time entitled to enter upon the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed promptly (and in any event within five (5) business days of its receipt thereof) deliver to connect the dwelling, until the foundation excavation has been backfilled Cliffwater any and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement material amendments relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing DatePurchased Loans.

Purchaser’s Covenants. The Purchaser agrees with the Vendor as follows: ACCEPTANCE OF PLAN OF SUBDIVISION: (a) To forthwith upon request do all acts and execute and deliver all documents, both before and after closing, as may be required by the Vendor or the relevant municipality (the "Municipality") in connection with and the acceptance of the plan of subdivision wherein the Property is situate as a whole by the Municipality. (b) The Purchaser will not before closing, mortgage, sell, deal with or in any way encumber the Property, directly or indirectly, that he will not permit any lien, execution or conditional sales agreement to be registered or filed and that he will not obstruct or alter the premises. (c) Notwithstanding the closing of this transaction, the Purchaser's covenants, warranties and agreements in this Agreement shall not merge and the Purchaser shall give to the Vendor any further written assurance as may be required by the Vendor to give effect to this covenant either before or after the Closing Date. The Vendor, the subdivider (the "Subdivider") of the plan of subdivision in which the Property is situated, the Municipality or their servants or agents may, for such period after closing as is designated by the Subdivider, the Vendor and/or the Municipality, enter upon the Property at all reasonable hours to inspect, repair, complete or rectify construction, grade and undertake modifications to the surface drainage, including installation and catch basins, without liability therefor, and the Transfer/Deed may contain such a provision. (d) Acceptance of construction, siting and grading by the Municipality shall conclusively constitute acceptance by the Purchaser. The Vendor shall have the right to substitute materials for those designated in the plans and/or specifications provided the quality is equal or better, and also to make minor changes in plans, siting and specifications, provided there is no objection from the Municipality. The Purchaser acknowledges that the siting of the garage for the dwelling unit has not yet been established and the Purchaser accepts that the garage may be sited on either side of the dwelling unit in accordance with the Vendor’s architectural and engineering requirements for the dwelling. (e) The Purchaser will not alter the grading of the Property contrary to the municipally approved drainage and/or grading control plan, and provided that lot grading has been completed in accordance with the municipally approved drainage and/or grading control plan, the Purchaser is estopped both from objecting thereto and from requiring any amendments thereto including the location of catch basins and infiltration trenches. If the Vendor has not undertaken to pave or finish the driveway pursuant to this Agreement, the Purchaser shall not pave or finish the driveway without the prior written consent of the Vendor and the prior written consent of the Subdivider and the Municipality, if required by the subdivision agreement or any other municipal agreement or requirement, following such approval and prior to completing the driveway, the Purchaser shall notify the Vendor in writing so that water keys can be located and raised, if necessary. The Purchaser covenants and agrees with not to damage or alter any subdivision service, and shall be liable for the Developer: a) to comply with all the by-lawscost of rectification of any such damage or alteration, restrictions and requirements of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Agreement; b) that event same is not paid upon demand, the Developer Vendor shall be at any time entitled have the right to enter upon the Lot register a lien on title to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installedsecure such payment. The Purchaser agrees that neither the plug Purchaser(s) nor their successors or assigns shall construct or install a swimming pool, fencing, or decking upon the property until after the Vendor has obtained acceptance of lot grading from the Municipality. The Purchaser acknowledges that the Vendor may not be removed to connect completing the dwellingpaving of the driveway for the property as contemplated herein, until after the closing of this transaction. Without limiting the generality of what may be contained herein, the Purchaser acknowledges and agrees with the Vendor that, after closing, he will not alter or change either the driveway or curbs without the express written consent of the Vendor, Subdivider and the Municipality, which consent may be arbitrarily withheld, until the foundation excavation subdivision has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required assumed by the Municipality including making any required adjustments for maintenance purposes. The Purchaser further acknowledges that if he alters or changes the driveway and/or curbs that the Vendor has the right to enter the property to restore the driveway and/or curbs to their previous placement and/or condition and to charge the cost of same to the manholes and or curbsPurchaser as a lien on his property until paid by the Purchaser to the Vendor. The Purchaser acknowledges that the Vendor, within 18 months following issuance at this time, is not aware of a building permit the final grading to be required for this property. The Purchaser further acknowledges that if the Municipality requires an upgrade elevation for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure property that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or the extra costs for the upgraded elevation will be constructed. Excavation dirt may not be stored between paid for by the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity Purchaser on the Lot; k) that all excess concrete will be taken off site and will not be disposed final Statement of within Adjustments at the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications time of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary closing of the Closing Datetransaction.

Purchaser’s Covenants. The Purchaser agrees with the Vendor as follows: ACCEPTANCE OF PLAN OF SUBDIVISION: (a) To forthwith upon request do all acts and execute and deliver all documents, both before and after closing, as may be required by the Vendor or the relevant municipality (the "Municipality") in connection with and the acceptance of the plan of subdivision wherein the Property is situate as a whole by the Municipality. ENCUMBERING THE PROPERTY: (b) The Purchaser will not before closing, mortgage, sell, deal with or in any way encumber the Property, directly or indirectly, that he will not permit any lien, execution or conditional sales agreement to be registered or filed and that he will not obstruct or alter the premises. (c) Notwithstanding the closing of this transaction, the Purchaser's covenants, warranties and agreements in this Agreement shall not merge and the Purchaser shall give to the Vendor any further written assurance as may be required by the Vendor to give effect to this covenant either before or after the Closing Date. The Vendor, the subdivider (the "Subdivider") of the plan of subdivision in which the Property is situated, the Municipality or their servants or agents may, for such period after closing as is designated by the Subdivider, the Vendor and/or the Municipality, enter upon the Property at all reasonable hours to inspect, repair, complete or rectify construction, grade and undertake modifications to the surface drainage, including installation and catch basins, without liability therefor, and the Transfer/Deed may contain such a provision. (d) Acceptance of construction, siting and grading by the Municipality shall conclusively constitute acceptance by the Purchaser. The Vendor shall have the right to substitute materials for those designated in the plans and/or specifications provided the quality is equal or better, and also to make minor changes in plans, siting and specifications, provided there is no objection from the Municipality. The Purchaser acknowledges that the siting of the garage for the dwelling unit has not yet been established and the Purchaser accepts that the garage may be sited on either side of the dwelling unit in accordance with the Vendor’s architectural and engineering requirements for the dwelling. WEB COPY (e) The Purchaser will not alter the grading of the Property contrary to the municipally approved drainage and/or grading control plan, and provided that lot grading has been completed in accordance with the municipally approved drainage and/or grading control plan, the Purchaser is estopped both from objecting thereto and from requiring any amendments thereto including the location of catch basins and infiltration trenches. If the Vendor has not undertaken to pave or finish the driveway pursuant to this Agreement, the Purchaser shall not pave or finish the driveway without the prior written consent of the Vendor and the prior written consent of the Subdivider and the Municipality, if required by the subdivision agreement or any other municipal agreement or requirement, following such approval and prior to completing the driveway, the Purchaser shall notify the Vendor in writing so that water keys can be located and raised, if necessary. The Purchaser covenants and agrees with not to damage or alter any subdivision service, and shall be liable for the Developer: a) to comply with all the by-lawscost of rectification of any such damage or alteration, restrictions and requirements of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Agreement; b) that event same is not paid upon demand, the Developer Vendor shall be at any time entitled have the right to enter upon the Lot register a lien on title to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installedsec ure such payment. The Purchaser agrees that neither the plug Purchaser(s) nor their successors or assigns shall construct or install a swimming pool, fencing, or decking upon the property until after the Vendor has obtained acceptance of lot grading from the Municipality. The Purchaser acknowledges that the Vendor may not be removed to connect completing the dwellingpaving of the driveway for the property as contemplated herein, until after the closing of this transaction. Without limiting the generality of what may be contained herein, the Purchaser acknowledges and agrees with the Vendor that, after closing, he will not alter or change either the driveway or curbs without the express written consent of the Vendor, Subdivider and the Municipality, which consent may be arbitrarily withheld, until the foundation excavation subdivision has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required assumed by the Municipality including making any required adjustments for maintenance purposes. The Purchaser further acknowledges that if he alters or changes the driveway and/or curbs that the Vendor has the right to enter the property to restore the driveway and/or curbs to their previous placement and/or condition and to charge the cost of same to the manholes and or curbsPurchaser as a lien on his property until paid by the Purchaser to the Vendor. The Purchaser acknowledges that the Vendor, within 18 months following issuance at this time, is not aware of a building permit the final grading to be required for this property. The Purchaser further acknowledges that if the Municipality requires an upgrade elevation for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure property that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or the extra costs for the upgraded elevation will be constructed. Excavation dirt may not be stored between paid for by the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity Purchaser on the Lot; k) that all excess concrete will be taken off site and will not be disposed final Statement of within Adjustments at the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications time of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary closing of the Closing Datetransaction.

Purchaser’s Covenants. The Purchaser covenants to each Vendor as follows and agrees acknowledges that each Vendor is relying on these covenants in connection with the Developer: a) to comply with all the by-laws, restrictions and requirements of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Agreement; b) sale by that the Developer shall be at any time entitled to enter upon the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered Vendor or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) its Vendor’s Shares that the Purchaser shall install at its own expense all sewer connections to will: (a) within the dwelling required time, file with any Governmental Authority, any documents, reports and information, in the required form, required to be erected on the said Lot, all filed by Applicable Laws in accordance connection with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the LotTransaction, together with any drainage or swale easements located on applicable filing fees and other materials; (b) use its commercially reasonable efforts to maintain its status as a “reporting issuer” in, not in default of any requirement of the LotApplicable Laws of, all within the Provinces of British Columbia, Alberta and Ontario, in each case until the date that is two years following issuance the Closing Date, other than in circumstances where the Purchaser completes a reverse take-over, merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets or similar transaction whereby the Purchaser completes a building permit for the Lotbusiness combination with another public corporation; g(c) not take any action which would reasonably be expected to install driveway and driveway approach result in either concrete the delisting or paving stone, suspension of the Purchaser Shares on or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil Exchange or any other construction debris; i) to ensure that excavation will not occursecurities exchange, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electricalmarket or trading or quotation facility on which the Purchaser Shares are then listed or quoted, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation Purchaser shall only be stored within lot lines; j) comply with the Applicable Laws thereof for a period of two years following the Closing Date, provided that this covenant shall not prevent the Purchaser from completing any transaction which would result in the Purchaser ceasing to be responsible for listed so long as the disposal holders of excess excavation material promptly from Purchaser Shares receive securities of an entity which is listed on a stock exchange in Canada or the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications holders of the Municipality or Purchaser Shares have approved the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal accesstransaction; and o(d) that notwithstanding anything for a period of two years following the Closing Date (other than in circumstances where the Purchaser completes a reverse take-over, merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets or similar transaction whereby the Purchaser completes a business combination with another public corporation), use its commercially reasonable efforts to remain a corporation validly subsisting under the contraryApplicable Laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the provisions character of this paragraph 17 will survive until its properties owned or leased or the 5th anniversary nature of the Closing Dateactivities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with Applicable Laws of each such jurisdiction.

Purchaser’s Covenants. The Purchaser agrees with the Vendor as follows: ACCEPTANCE OF PLAN OF SUBDIVISION: (a) To forthwith upon request do all acts and execute and deliver all documents, both before and after closing, as may be required by the Vendor or the relevant municipality (the "Municipality") in connection with and the acceptance of the plan of subdivision wherein the Property is situate as a whole by the Municipality. ENCUMBERING THE PROPERTY: (b) The Purchaser will not before closing, mortgage, sell, deal with or in any way encumber the Property, directly or indirectly, that he will not permit any lien, execution or conditional sales agreement to be registered or filed and that he will not obstruct or alter the premises. (c) Notwithstanding the closing of this transaction, the Purchaser's covenants, warranties and agreements in this Agreement shall not merge and the Purchaser shall give to the Vendor any further written assurance as may be required by the Vendor to give effect to this covenant either before or after the Closing Date. The Vendor, the subdivider (the "Subdivider") of the plan of subdivision in which the Property is situated, the Municipality or their servants or agents may, for such period after closing as is designated by the Subdivider, the Vendor and/or the Municipality, enter upon the Property at all reasonable hours to inspect, repair, complete or rectify construction, grade and undertake modifications to the surface drainage, including installation and catch basins, without liability therefor, and the Transfer/Deed may contain such a provision. WEB COPY (d) Acceptance of construction, siting and grading by the Municipality shall conclusively constitute acceptance by the Purchaser. The Vendor shall have the right to substitute materials for those designated in the plans and/or specifications provided the quality is equal or better, and also to make minor changes in plans, siting and specifications, provided there is no objection from the Municipality. The Purchaser acknowledges that the siting of the garage for the dwelling unit has not yet been established and the Purchaser accepts that the garage may be sited on either side of the dwelling unit in accordance with the Vendor’s architectural and engineering requirements for the dwelling. (e) The Purchaser will not alter the grading of the Property contrary to the municipally approved drainage and/or grading control plan, and provided that lot grading has been completed in accordance with the municipally approved drainage and/or grading control plan, the Purchaser is estopped both from objecting thereto and from requiring any amendments thereto including the location of catch basins and infiltration trenches. If the Vendor has not undertaken to pave or finish the driveway pursuant to this Agreement, the Purchaser shall not pave or finish the driveway without the prior written consent of the Vendor and the prior written consent of the Subdivider and the Municipality, if required by the subdivision agreement or any other municipal agreement or requirement, following such approval and prior to completing the driveway, the Purchaser shall notify the Vendor in writing so that water keys can be located and raised, if necessary. The Purchaser covenants and agrees with not to damage or alter any subdivision service, and shall be liable for the Developer: a) to comply with all the by-lawscost of rectification of any such damage or alteration, restrictions and requirements of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Agreement; b) that event same is not paid upon demand, the Developer Vendor shall be at any time entitled have the right to enter upon the Lot register a lien on title to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installedsec ure such payment. The Purchaser agrees that neither the plug Purchaser(s) nor their successors or assigns shall construct or install a swimming pool, fencing, or decking upon the property until after the Vendor has obtained acceptance of lot grading from the Municipality. The Purchaser acknowledges that the Vendor may not be removed to connect completing the dwellingpaving of the driveway for the property as contemplated herein, until after the closing of this transaction. Without limiting the generality of what may be contained herein, the Purchaser acknowledges and agrees with the Vendor that, after closing, he will not alter or change either the driveway or curbs without the express written consent of the Vendor, Subdivider and the Municipality, which consent may be arbitrarily withheld, until the foundation excavation subdivision has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required assumed by the Municipality including making any required adjustments for maintenance purposes. The Purchaser further acknowledges that if he alters or changes the driveway and/or curbs that the Vendor has the right to enter the property to restore the driveway and/or curbs to their previous placement and/or condition and to charge the cost of same to the manholes and or curbsPurchaser as a lien on his property until paid by the Purchaser to the Vendor. The Purchaser acknowledges that the Vendor, within 18 months following issuance at this time, is not aware of a building permit the final grading to be required for this property. The Purchaser further acknowledges that if the Municipality requires an upgrade elevation for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure property that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or the extra costs for the upgraded elevation will be constructed. Excavation dirt may not be stored between paid for by the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity Purchaser on the Lot; k) that all excess concrete will be taken off site and will not be disposed final Statement of within Adjustments at the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications time of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary closing of the Closing Datetransaction.

Purchaser’s Covenants. The Purchaser agrees with the Vendor as follows: ACCEPTANCE OF PLAN OF SUBDIVISION: (a) To forthwith upon request do all acts and execute and deliver all documents, both before and after closing, as may be required by the Vendor or the relevant municipality (the "Municipality") in connection with and the acceptance of the plan of subdivision wherein the Property is situate as a whole by the Municipality. (b) The Purchaser will not before closing, mortgage, sell, deal with or in any way encumber the Property, directly or indirectly, that he will not permit any lien, execution or conditional sales agreement to be registered or filed and that he will not obstruct or alter the premises. (c) Notwithstanding the closing of this transaction, the Purchaser's covenants, warranties and agreements in this Agreement shall not merge and the Purchaser shall give to the Vendor any further written assurance as may be required by the Vendor to give effect to this covenant either before or after the Closing Date. The Vendor, the subdivider (the "Subdivider") of the plan of subdivision in which the Property is situated, the Municipality or their servants or agents may, for such period after closing as is designated by the Subdivider, the Vendor and/or the Municipality, enter upon the Property at all reasonable hours to inspect, repair, complete or rectify construction, grade and undertake modifications to the surface drainage, including installation and catch basins, without liability therefor, and the Transfer/Deed may contain such a provision. (d) Acceptance of construction, siting and grading by the Municipality shall conclusively constitute acceptance by the Purchaser. The Vendor shall have the right to substitute materials for those designated in the plans and/or specifications provided the quality is equal or better, and also to make minor changes in plans, siting and specifications, provided there is no objection from the Municipality. The Purchaser acknowledges that the siting of the garage for the dwelling unit has not yet been established and the Purchaser accepts that the garage may be sited on either side of the dwelling unit in accordance with the Vendor’s architectural and engineering requirements for the dwelling. WEB COPY (e) The Purchaser will not alter the grading of the Property contrary to the municipally approved drainage and/or grading control plan, and provided that lot grading has been completed in accordance with the municipally approved drainage and/or grading control plan, the Purchaser is estopped both from objecting thereto and from requiring any amendments thereto including the location of catch basins and infiltration trenches. If the Vendor has not undertaken to pave or finish the driveway pursuant to this Agreement, the Purchaser shall not pave or finish the driveway without the prior written consent of the Vendor and the prior written consent of the Subdivider and the Municipality, if required by the subdivision agreement or any other municipal agreement or requirement, following such approval and prior to completing the driveway, the Purchaser shall notify the Vendor in writing so that water keys can be located and raised, if necessary. The Purchaser covenants and agrees with not to damage or alter any subdivision service, and shall be liable for the Developer: a) to comply with all the by-lawscost of rectification of any such damage or alteration, restrictions and requirements of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Agreement; b) that event same is not paid upon demand, the Developer Vendor shall be at any time entitled have the right to enter upon the Lot register a lien on title to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installedsecure such payment. The Purchaser agrees that neither the plug Purchaser(s) nor their successors or assigns shall construct or install a swimming pool, fencing, or decking upon the property until after the Vendor has obtained acceptance of lot grading from the Municipality. The Purchaser acknowledges that the Vendor may not be removed to connect completing the dwellingpaving of the driveway for the property as contemplated herein, until after the closing of this transaction. Without limiting the generality of what may be contained herein, the Purchaser acknowledges and agrees with the Vendor that, after closing, he will not alter or change either the driveway or curbs without the express written consent of the Vendor, Subdivider and the Municipality, which consent may be arbitrarily withheld, until the foundation excavation subdivision has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required assumed by the Municipality including making any required adjustments for maintenance purposes. The Purchaser further acknowledges that if he alters or changes the driveway and/or curbs that the Vendor has the right to enter the property to restore the driveway and/or curbs to their previous placement and/or condition and to charge the cost of same to the manholes and or curbsPurchaser as a lien on his property until paid by the Purchaser to the Vendor. The Purchaser acknowledges that the Vendor, within 18 months following issuance at this time, is not aware of a building permit the final grading to be required for this property. The Purchaser further acknowledges that if the Municipality requires an upgrade elevation for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure property that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or the extra costs for the upgraded elevation will be constructed. Excavation dirt may not be stored between paid for by the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity Purchaser on the Lot; k) that all excess concrete will be taken off site and will not be disposed final Statement of within Adjustments at the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications time of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary closing of the Closing Datetransaction.

Purchaser’s Covenants. 9.1 The Purchaser covenants and agrees with the Developer: a) shall procure that Xxxxxx Xxxx is entitled to comply with all the byremain as a non-laws, restrictions and requirements executive director of the Municipality Company (or, if he is unable to continue in such office shall procure that Mr Xxxxx Xxxxx is appointed as a non-executive director of the Company on the same terms) ("the Executive") save that the Purchaser's obligations pursuant to this clause 9 shall cease to apply, and the Purchaser shall be entitled to remove Xx Xxxxxx Xxxx or Mr Xxxxx Xxxxx as the case may be, in the event that the Executive shall:- 9.1.1 Commit any act of serious misconduct; 9.1.2 Wilfully neglect or refuse, after warning, to carry out any of his duties as a non-executive director; 9.1.3 Have a bankruptcy order made against him or shall compound with or enter into any voluntary arrangements with his creditors; 9.1.4 Be charged with or convicted of any criminal offence (other than an offence under the Road Traffic Acts for which a penalty of imprisonment cannot be imposed); 9.1.5 Be disqualified from holding office in the Company or any other company under the Insolvency Xxx 0000 or the Company Directors Disqualification Xxx 0000 or be disqualified or disbarred from membership of, or be subject to any serious disciplinary sanction by any professional or other body, which undermines the confidence of the Purchaser in the Executives continued directorship of the Company; 9.1.6 Act in any way which may in the reasonable opinion of the Purchaser bring the Company into disrepute or discredit. Save as aforesaid the Executive shall continue as a non-executive director entitled to the information and other rights accorded to a non-executive director by law and general practice until payment of the Deferred Consideration is made or no such payment has been agreed or determined as payable. 9.2 The Purchaser shall procure that the Company pays to the Vendor the sum of (pound)96,281 in cash on or before 1 July 1997 in complete satisfaction of the Company's obligations to pay such sums to the Vendor in respect of the Purchaser's construction and other activities on outstanding inter-company loan from the Lot, including those set forth in the Development Agreement; b) that the Developer shall be at any time entitled to enter upon the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections Vendor to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing DateCompany.

Purchaser’s Covenants. THE PURCHASER TO THE END AND INTENT THAT THE OBLIGATIONS HEREIN CONTAINED SHALL RUN WITH LAND CONTINUE THROUGHOUT DOTH HEREBY COVENANT WITH THE DEVELOPER as follows: 5.1 The Purchaser shall abide by, observe fulfill, and perform the terms, conditions, and obligations contained herein and in terms of the agreement for Development made between the Vendors and/or the Developer including related agreement for sale made with the Developer as the case may be in the manner and within the period stipulated therefor and shall not commit any delay or default in respect thereof. The Purchaser shall not object to, dispute or challenge the properties, benefits and rights, excepted and reserved by the Developer hereunder or any other right of the Vendors and/or the Developer or the Developer hereunder and shall not do any act deed or thing which may affect the exercise of any right of the Vendors or the Developer hereunder. 5.2 The ownership and enjoyment of the Designated Unit and the Appurtenances by the Purchaser shall be subject to payment of the Taxes and Outgoings and observance, fulfillment and performance of the Rulesand Regulations as more fully contained in the SEVENTH SCHEDULE hereunder written and as a matter of necessity, the Purchaser, in using and enjoying the Designated Unit and the Appurtenances and the Common Areas and Installations, shall: 5.3 Observe fulfill and perform the rules regulations obligations covenants and agrees with restrictions from time to time in force for the Developer: a) to comply with all the by-laws, restrictions quiet and requirements peaceful use enjoyment and management of the Municipality said Premises and in particular the Common Areas and Installations and other Common Purposes including those specified in the PART-II of the SEVENTH SCHEDULE hereunder written; and 5.4 Bear and pay all municipal and other rates, taxes, impositions and outgoings in respect of the Purchaser's Designated Unit and Appurtenances wholly and those in respect of the New Building, the said Premises and/or the Common Areas and Installations proportionately including the Taxes and Outgoings as mentioned in the PART-I of the SEVENTH SCHEDULE hereunder written. 5.5 The Designated Unit and its Appurtenances shall be one lot and shall not be dismembered or dissociated in any manner. The Purchaser shall not be entitled to claim any partition of the said share in the said premises. 5.6 The Building Complex shall contain the Common Areas and Installations as specified in the THIRD SCHEDULE hereunder written. The Purchaser shall have the right to use the Common Areas and Installations in common with the Vendors and other Co-owners and other persons permitted by the Developer. The common ownership or user of the Common Areas and Installations by the Purchaser shall be subject to the exceptions and reservations contained in clause 4 and sub-clauses thereof hereunder written and subject to the observance of the terms and conditions contained in clause 5.2 hereto. 5.7 Save those expressed or intended by the Developer and /or Vendors to form part of the Common Areas and Installations, no other part or portion of the Building Complex shall be claimed to be part of the Common Areas and Installations by the Purchaser either independently or in common with any other Co-owner. 5.8 Before the date of execution hereof, the Purchaser has independently examined and got himself fully satisfied about the title of the Vendors as well as the right derived by the Developer under the said Development Agreement to the said premises and the Designated Unit and accepted the same and agrees and covenants not to raise any objection with regard thereto or make any requisition in connection therewith. The Purchaser has also inspected the Building Plan in respect of the New Building and thelocation and area of the Designated Unit and agrees and covenants not to raise any objection with regard thereto. The Purchaser has also examined the workmanship and quality of construction of the Designated Unit and the Parking Spaces and the New Building and the Common Areas and Installations and the fittings and fixtures and facilities provided therein and has got himself fully satisfied with regard thereto. The Purchaser has further satisfied himself with regard to the connection of water, electricity, sewerage, drainage, workmanship etc. in or for the Designated Unit and the Common Areas and Installations as specified/ agreed/ mentioned in the agreement for sale, and agrees and convents not to raise any objection with regard thereto. 5.9 The carpet area of the Designated Unit includes the plinth/covered area of such Unit, the thickness of the external and internal walls columns and pillars save that only one-half of those external walls columns and pillars which are common between the Designated Unit and any other Unit shall be included. The super built up area of the Designated Unit shall be as mentioned in PART-I of the SECOND SCHEDULE hereunder written. The Purchaser has verified and satisfied himself fully from the Building Plans about the carpet/ covered area of the Designated Unit and also the super built- up area thereof mentioned herein and has accepted the same fully and, in all manner, including for the purposes of payment of the consideration and other amounts. The Purchaser has paid the consideration amount payable by the Purchaser hereunder upon having fully satisfied himself about the carpet area/covered area/ super built-up area to comprise in the Designated Unit mentioned in PART-I of the SECOND SCHEDULE hereunder written. Architect appointed by the Developer as regards the areas of the Designated Unit and/or of the areas of the Common Areas and Installations shall be final and binding on the parties. 5.10 The Purchaser shall not raise any question or objection or make any claim or demand whatsoever against the Vendors and/or the Developer with regard to all or any of the matters contained in clause 5.4 to 5.7above and hereby confirms to have taken possession of the Designated Unit upon full satisfaction in all manner and hereby further discharges the Developer of all obligations of the Developer pertaining to the construction and other activities on delivery thereof and of the Lot, including those set forth Common Areas and Installations in terms of the Development Agreement;agreement between the parties. b) that the Developer 5.11 The Purchaser shall be not in any manner cause any objection obstruction interference impediment hindrance or interruption at any time entitled hereafter in the construction, addition, alteration and completion of construction of or in or to enter upon the Lot to perform building or any work required by part thereof and/or the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred Building Complex by the Developer (including and notwithstanding any temporary obstruction or disturbance in his/her using and enjoying the Municipality arising out Designated Unit and/or the Common Areas and Installations). 5.12 The Purchaser shall have no connection whatsoever with the Co- owners of the other Units and there shall be no privity of contract or any failure by agreement arrangement or obligation or interest as amongst the Purchaser to do so; dand the other Co-owners (either express or implied) that and the Purchaser shall install at its own expense all sewer connections be responsible to the dwelling to Developer for fulfillment of the Purchaser’s obligations and the Vendors’/Developer’s rights shall in no way be erected on the said Lot, all in accordance affected or prejudiced thereby. 5.13 The Purchaser individually or along with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation Co-owners will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between require from either the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality Vendors or the Developer; m) , as the case may be, to maintain any fences erected contribute towards proportionate share of the Common Expenses in respect of the Units which are not alienated or agreed to be alienated by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary Vendors of the Closing DateDeveloper for a period of two years from the date of completion of the entire Building Complex.

Purchaser’s Covenants. The Purchaser covenants and agrees with the DeveloperBoard and BPHDCL as follows: a13.1 The Purchaser has, examined and has fully satisfied himself as to the following: (i) to comply with all the by-lawsThe right, restrictions title and requirements interest of the Municipality Board in respect of the Purchaser's Schedule Land; (ii) The right and interest of the Board and BPHDCL in respect of the Said Apartment and Appurtenances ; (iii) The Building Plan for construction and other activities of the Said Project on the Lot, including those set forth in the Development AgreementSchedule Land; b) that the Developer 13.2 The Purchaser shall not be at any time entitled to enter upon claim transfer / Deed of Conveyance of the Lot Said Apartment and Appurtenances until the Purchaser fulfils and performs all his obligations and completes all payments under this Agreement. 13.3 Prior to perform the execution and registration of the Deed of Conveyance of the Said Apartment and Appurtenances as stipulated in this Agreement, the Purchaser shall not encumber the Said Apartment and Appurtenances in any work required manner except for raising the housing loan from any reputed financial institution or bank, etc. for payment of the Consideration and Other Deposits and Charges under this Agreement only after obtaining written consent / acknowledgement of BPHDCL. 13.4 The Purchaser shall not have any charge/lien in respect of the Said Apartment and Appurtenances till physical possession is made over to him/them after payment of all amounts due and payable by him/them in terms of this Agreement and the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug Board and BPHDCL shall have first charge and/or lien over the Said Apartment and Appurtenances for all amounts due and payable by the Purchaser to BPHDCL. The first charge and/or lien of the Board and BPHDCL over the Said Apartment and Appurtenances shall stand extinguished only upon the Purchaser making payment of the entire sale Consideration and other Deposits and Charges payable under this Agreement and having performed all his/their obligations under this Agreement. 13.5 The Purchaser shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof seek partition or division in respect of the dwelling has been sheathed Said Apartment and Appurtenances. None of the purchasers / occupiers of the apartments of the Said Project shall indemnify make any obstruction or store or keep any article in Common Areas and Recreational Facilities. 13.6 The Purchaser shall not do or suffer to be done anything in or to the Developer Said Apartment which may adversely affect the Said Apartment and/or the Said Project. 13.7 The Purchaser shall not enclose the terrace/ balconies/ utility areas under any circumstances. 13.8 If any development and/ or betterment charges or other levies or taxes are charged or sought to be recovered by any statutory authority in respect of the Said Apartment and Appurtenances after the Municipality against all actionsdate hereof, claims, demands, damages, loss the same shall be proportionately borne and costs, including legal and court costs suffered or incurred paid by the Developer or the Municipality arising out of any failure by Purchaser to do so;Purchaser. d) that 13.9 If the Purchaser is not a resident of India, then it shall install at its own expense all sewer connections be his/her sole obligation and liability to the dwelling to be erected on the said Lot, all in accordance comply with the requirements provisions of all applicable laws including Foreign Exchange Management Act, 1999 (FEMA) and all other necessary requirements, rules, regulations, guidelines, etc. of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil government or any other construction debris;authority from time to time, including those pertaining to remittance of payment for acquisition of immovable properties in India. The Purchaser shall also furnish the required declaration / documents to BPHDCL in the prescribed format, if necessary. All refunds to Non-Resident Indians (NRI) and foreign citizens of Indian origin, shall however, be made in Indian Rupees. i) 13.10 The Stamp duty and Registration charges if any, incidental to ensure that excavation will not occur, nor will excavation dirt this Agreement shall also be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation borne and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused paid by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing Date.

Purchaser’s Covenants. The relating to Purchaser covenants and agrees Shares (a) Within five (5) working days following the Closing, Purchaser will file, under its responsibility, with the Developer:United States Securities and Exchange Commission (the "SEC") a registration statement (the "Registration Statement") on Form S-3 or another appropriate form then available to Purchaser for the purpose of registering all of the Purchaser Shares for resale by the Shareholders). Purchaser shall pay all registration and filing fees. Thereafter, Purchaser will use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable and to remain effective until the earlier of (i) the first anniversary of the date such Registration Statement is declared effective by the SEC or (ii) such time at which all of the Purchaser Shares have been resold pursuant to the Registration Statement or otherwise. In connection with the issuance of the Purchaser Shares, Purchaser will also prepare and submit to the National Association of Securities Dealers, Inc. a listing application covering the Purchaser Shares, and will use its reasonable efforts to cause such shares to be approved for listing on The NASDAQ National Market, subject to official notice of issuance. (b) Notwithstanding the foregoing, Purchaser shall have the right (the "Delay Right") to delay filing the Registration Statement or withhold efforts to cause the Registration Statement to become effective for a period of not more than ninety (90) days, if Purchaser determines in good faith that such registration might (a) interfere with or affect the negotiation or completion of any transaction that is being contemplated by Purchaser (whether or not a final decision has been made to comply with all undertake such transaction) at the by-lawstime the right to delay is exercised, restrictions or (b) involve initial or continuing disclosure obligations that might not be in the best interest of Harris's stockholders. Additionally, Purchaser shall have the right (xxx "Xxxpension Right") to suspend sales under any the Registration Statement for a period of not more than ninety (90) days during the period the Registration Statement is effective, if Purchaser determines in good faith that it would be detrimental to Purchaser and requirements its stockholders to continue sales under the Registration Statement at such time and therefore Purchaser has elected to suspend sales of the Municipality Purchaser shares under the Registration Statement. (c) Purchaser shall promptly notify the Shareholders, in respect of the Purchaser's construction and other activities on the Lot, including those manner set forth in Schedule 6.8 (c) attached hereto, upon the Development Agreementoccurrence of the following events: (i) the effectiveness of the Registration Statement or any post-effective amendment thereto filed with the SEC; b(ii) that the Developer shall be at any time entitled to enter upon the Lot to perform any work required issuance by the MunicipalitySEC of any stop order suspending the effectiveness of the Registration Statement; c(iii) the exercise by Purchaser of its Delay Right or its Suspension Right as set forth above; (iv) Purchaser's receipt of any notification of the suspension of the qualification of any Purchaser Shares covered by the Registration Statement for sale in any jurisdiction; or (v) any other event, fact or circumstance that results in the Developer will plug Registration Statement or any prospectus relating to Purchaser Shares or any document incorporated by reference therein containing an untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the sewer service when statements therein not misleading. (d) The Shareholders shall immediately cease selling Purchaser Shares upon their receipt of a notice described in clauses (ii), (iii) (with respect to the lot line services are installedSuspension Right) or (v) above and shall immediately cease selling Purchaser Shares in the relevant jurisdiction upon receipt of a notice described in clause (iv) above. The Shareholders shall not resume sales of Purchaser Shares until receiving notice from Purchaser that such sales may resume. Purchaser agrees that to use commercially reasonable efforts to obtain the plug withdrawal of any order suspending the effectiveness of any such registration or any state qualification as soon as practicable. (e) Purchaser shall not be removed furnish to connect the dwelling, until the foundation excavation has been backfilled and the roof Shareholders such numbers of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costscopies of a prospectus, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lota preliminary prospectus, all in accordance conformity with the requirements of the Municipality Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Purchaser Shares held by them. (f) Purchaser agrees to use reasonable efforts to cause the Purchaser Shares covered by a Registration Statement to be registered with or approved by such state securities authorities as may be necessary to enable the Shareholders to consummate the disposition of such Purchaser Shares pursuant to the plan of distribution set forth in the Registration Statement; provided, however, that Purchaser shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.8. in any particular jurisdiction in which Purchaser would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless Purchaser is already subject to service in such jurisdiction. (g) Subject to Purchaser's Delay Right and its Suspension Right, if any warranties imposed under event, fact or circumstance requiring an amendment to the Registration Statement or supplement to a Development Agreement prospectus relating to the LotPurchaser Shares shall exist, upon becoming aware thereof Purchaser shall notify the Shareholders thereof and shall prepare and file with the SEC such post-effective amendments to secure from the Municipality all Registration Statement or supplements to the prospectus as may be necessary permits in connection therewith; e) to trench and backfill from comply with the property line provisions of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges Securities Act with respect to the above services disposition of the Purchaser Shares covered by the Registration Statement. (h) Purchaser shall pay all registration and equipment;filing fees, fees and expenses related to compliance with securities or blue sky laws, printing expenses, fees and disbursements of custodians, and fees and disbursements of counsel for Purchaser and all independent certified public accountants, and other persons retained by Purchaser and incurred in connection with the registration, qualification or compliance of the Purchaser Shares as set forth above. All other expenses incurred in connection with the sale of Purchaser Shares by any Shareholder shall be borne by such Shareholder. f(i) Each Shareholder shall furnish to grade Purchaser such information as Purchaser may reasonably request and sod as shall be required in connection with the registration of the Purchaser Shares and related proceedings set forth above. (j) Each Shareholder will indemnify Purchaser, its officers and directors, and each person who controls Purchaser within the meaning of Section 15 of the Securities Act, against all adjacent front claims, losses, damages, liabilities and side boulevard areas abutting the Lot, together with expenses (including reasonable legal fees and expenses) arising out of or based on any drainage untrue statement (or swale easements located on the Lot, all within two years following issuance alleged untrue statement) of a building permit for the Lot; g) to install driveway and driveway approach material fact contained in either concrete any registration statement or paving stone, or paved alternate approved by the Municipality, from the Road prospectus relating to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easementsPurchaser Shares, or any property line where amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a fence material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or will be constructed. Excavation dirt may prospectus in reliance upon and in conformity with information furnished in writing to Purchaser by such Shareholder for inclusion therein, or arising out of or based on such Shareholder's failure to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after Purchaser has furnished such Shareholder with a sufficient number of copies of the same; provided, however, that the indemnity provided by this paragraph (i) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or expense if such settlement is effected without the consent of such Shareholder (which consent shall not be stored between unreasonably withheld), nor shall the excavation and liability of any Shareholder exceed the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly gross proceeds from the Lot and the cleanup sale of spillage of earth or any other foreign material on any road allowance or areas adjacent Purchaser Shares received by such Shareholder. Purchaser shall give notice to the Lot and repair Shareholder required to provide indemnification promptly after Purchaser has actual knowledge of damage any claim as to the roadway improvements as which indemnity may be caused by or related sought, but the omission to so notify the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will Shareholder shall not be disposed of within the subdivision; l) relieve such Shareholder from any liability which it may have to cut weeds on the Lot and adjacent boulevards and Purchaser pursuant to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until Section 6.8(j) except to the 5th anniversary extent of the actual damages suffered by such delay in notification. (k) If the indemnification provided for in Section 6.8(j) is unavailable to Purchaser in respect of any expenses, claims, losses, damages and liabilities referred to herein, then each party that would have been an indemnifying party ("Shareholder Indemnifying Party") hereunder shall, in lieu of indemnifying Purchaser, contribute to the amount paid or payable by Purchaser as a result of such expenses, claims, losses, damages and liabilities in such proportion as is appropriate to reflect the relative fault of the Shareholder Indemnifying Party on the one hand and Purchaser on the other in connection with the statement or omission which resulted in such expenses, claims, losses, damages and liabilities, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Shareholder Indemnifying Party or Purchaser and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Purchaser and each Shareholder agree that it would not be just and equitable if contribution pursuant to this Section 6.14 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6.8(k). Notwithstanding the foregoing provisions of this paragraph (j), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (l) Purchaser hereby guarantees to Shareholders that in the event that the closing market price of the Purchaser Shares on the last trading day preceding notification by Purchaser to Shareholders of the effective date of the Registration of the Purchaser Shares is less than the average share price used for purposes of determining the share portion of the Initial Purchase Price as provided in sub-section 2.1.1 hereof, Purchaser shall pay to such Shareholders, as additional purchase price, the difference between the said average share price and such market price.) In the event that a Shareholder is prevented by Purchaser from selling its Purchaser Shares after a 180 day period from the Closing DateDate as a result of the Delay Right or of the Suspension Right hereinabove provided, or in the event that a Shareholder is prevented from selling its Purchaser Shares after a 180 day period from the Closing Date as a result of any decision or omission of the SEC or of any other competent U.S. authority, such Shareholder shall have the option to ask Purchaser to pay in cash his portion of the share portion of the Initial Purchase Price calculated as provided in sub-section 2.1.1 hereof. In such a case, such Shareholder shall hand over to Purchaser the Purchaser Shares, if any, issued in his favor pursuant to this Agreement. (m) The obligations of Purchaser and the Shareholders under this Section 6.8 shall survive the completion of any offering of Purchaser Shares pursuant to a Registration Statement filed in accordance with this Section 6.8.

Purchaser’s Covenants. The Purchaser covenants (a) PRE-CLOSING. Between the date hereof and agrees the Closing, except as contemplated by this Agreement or with the Developerconsent of Sellers', Purchaser agrees that: a(i) to comply Purchaser will not take any action inconsistent with all its obligations under this Agreement or which could hinder or delay the by-laws, restrictions and requirements consummation of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development transaction contemplated by this Agreement; b(ii) that Purchaser will make all reasonable efforts, with all due diligence, to obtain all consents, approvals and licenses necessary to permit the Developer shall be at any time entitled consummation of the transaction contemplated by this Agreement and/or necessary to enter upon permit Purchaser to own and operate the Lot to perform any work required by Facilities as of the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Closing Date; provided, however, Purchaser agrees that the plug shall not be removed deemed to connect be in breach of its obligations under this Section 11(a)(ii) in the dwellingevent it is not licensed by Closing to operate any or all of the Facilities; (iii) Purchaser will proceed with all due diligence and at its sole cost and expense to conduct such investigations with respect to Sellers' Assets as it deems to be reasonably necessary in connection with its purchase thereof, until the foundation excavation has been backfilled including, but not limited to, zoning investigations, soil studies, environmental assessments, seismic assessments, wetlands reports, appraisals, investigations of Sellers' and the roof Facilities' books and records and operations, dry rot and termite inspections and structural inspections, provided no investigations will be physically intrusive on the Real Property or the Facilities unless Sellers consent thereto, which consents shall not be unreasonably withheld (the "Due Diligence Review"); provided, however, that Purchaser shall maintain the confidentiality of any documents or information obtained by it from Sellers during the dwelling has been sheathed course of its Due Diligence Review and shall indemnify return the Developer same to Sellers in the event the transaction provided for herein fails to close for any reason whatsoever. Furthermore, Purchaser shall indemnify, defend and hold Sellers and the Municipality against Sellers' Assets harmless of and from any and all actionslosses, claimsliabilities, demandscosts, expenses (including without limitation, reasonable attorney's fees and costs of court at trial and on appeal), damages, loss liens, claims (including, without limitation mechanics' or materialmans' liens or claims of liens), actions and costscauses of action arising from or relating to Purchaser (or Purchaser's agents, including legal and court costs suffered employees, or incurred representatives) entering on the Real Property and/or the Facilities to test, study, investigate or inspect the same or any part thereof, whether pursuant to this paragraph or otherwise or from a breach by Purchaser of its confidentiality obligations hereunder. The foregoing indemnity shall expressly survive the Developer Closing or the Municipality arising out earlier termination of any failure by Purchaser to do sothis Agreement; d(iv) that the Purchaser shall install at its own expense all sewer connections Prior to the dwelling Closing with respect to be erected on the said LotEssington Manor Facility, all Purchaser will advise Sellers in writing which, if any of the Operating Contracts it elects to assume as of the Closing Date (the "Assumed Operating Contracts"); (v) Purchaser will negotiate in good faith with Sellers with respect to the terms of the Management Termination Agreements, the Management Amendment Agreements, the Notes and the Interim Subleases; and (vi) Purchaser will continue to manage or to cause ESC to manage the Facilities, other than the Essington Manor Facility, in accordance with the requirements terms of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing DateManagement Agreements.

Purchaser’s Covenants. The (a) Purchaser covenants and agrees with JPM CCC that during the Developer:Term of this Agreement, [*]. a(b) Purchaser shall support JPM CCC’s application to become a shipper on the Minnesota Pipeline under the MPL Local Commodity Tariff’s Rule and Regulations in order to give JPM CCC access to the MPL Tanks, as well as shipper status on the Minnesota Pipeline. Purchaser shall request of MPL that JPM CCC have the right to utilize Marathon’s historical pipeline shipping capacity on the Minnesota Pipeline and Purchaser shall provide commercially reasonable cooperation and assistance in connection with JPM CCC’s efforts to obtain such right. Purchaser shall use commercially reasonable efforts to provide JPM CCC with each pipeline system operator’s written acknowledgement of any transfer of allocated capacity or shipper history and its agreement that JPM CCC would have control over, and hold title to, the Oil to be shipped to Purchaser. (c) Purchaser shall ensure that at all times during the Term of this Agreement that the Letter of Credit has been issued and provided to JPM CCC and that such Letter of Credit is not subject to any Letter of Credit Default. (d) Not less than [*] Business Days prior to any change in the effective ownership and control of the Refinery by a Person other than Purchaser that does not constitute a Change of Control, Purchaser shall deliver or cause to be delivered to JPM CCC all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such Person that owns and controls the Refinery and JPM CCC shall be reasonably satisfied by the substance of such documentation and other information. (e) Purchaser shall not agree to amend, modify or supplement Section 6.05(l) or Section 9.02(c)(ii) of the ABL Credit Agreement or any provision of any ABL Collateral Document or any other document relating to the ABL Facility that provides that the liens of the administrative agent and/or the collateral agent, the lenders and the other secured parties thereunder on any Oil that is sold by Purchaser to JPM CCC pursuant to any Purchaser Supply Transaction or any Specific Identified Transaction hereunder or under any other Transaction Document shall be automatically released upon any such sale and that any such sale may otherwise occur, if such amendment, modification or supplement would be materially adverse to the interests of JPM CCC. (f) Purchaser will furnish to JPM CCC, concurrently with delivery thereof to the “Agent” under the ABL Credit Agreement, copies of whatever is delivered to such Agent pursuant to Sections 5.01(a), (b), (c), (f) and (n) of the ABL Credit Agreement. For the avoidance of doubt, the obligations of Purchaser under this Section 6.3(f) may be satisfied with respect to financial information of Purchaser by furnishing the applicable financial statements of Holdings. [*] The asterisk denotes that confidential portions of this exhibit have been omitted pursuant to Rule 406 of the Securities Act of 1933. The confidential portions have been submitted separately to the Securities and Exchange Commission. (g) Purchaser will furnish to JPM CCC, promptly following JPM CCC’s request therefor, all documentation and other information that JPM CCC reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) Purchasers will (a) at all times maintain and preserve all material property necessary to the by-laws, restrictions and requirements operation of the Municipality Refinery in respect of the Purchaser's construction good repair, working order and other activities on the Lotcondition, including those set forth in the Development Agreement; ordinary wear and tear excepted and casualty or condemnation excepted and (b) make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto as necessary in order that the Developer shall business carried on in connection therewith, if any, may be properly conducted at any time entitled to enter upon all times, except, in each case, where the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that , individually or in the Purchaser shall install at its own expense all sewer connections aggregate, could not reasonably be expected to the dwelling to be erected result in a material adverse effect on the said Lotability of Purchaser to perform its obligations under this Agreement. (i) Purchaser will, all and will cause each or its subsidiaries to, keep proper books of record and account in accordance with the requirements generally accepted accounting principles applicable to Purchaser in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. (j) Purchaser will not sell, transfer, lease or otherwise dispose of the Municipality and subject to any warranties imposed under Refinery as a Development Agreement relating to whole or all or substantially all of the Lot, and to secure from the Municipality all necessary permits equipment used in connection therewith; e. Documents required to be delivered pursuant to clauses (f) or (g) of this Section 6.3 may be delivered electronically and, if so delivered, shall be deemed to trench and backfill from have been delivered on the property line of date on which Purchaser posts such documents, or provides a link thereto on Purchaser’s or Holdings’ website on the Lot to service connections to the dwelling for utilities Internet at the Purchaser's expense and website address provided to pay all charges with respect JPM CCC from time to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach time in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing Datewriting.

Purchaser’s Covenants. (a) Except as expressly provided in this Agreement or except with the prior written Consent of the Vendors, prior to the Time of Closing the Purchaser shall make commercially reasonable efforts to: (i) do or refrain from doing any act or thing in order to ensure that the representations and warranties in section 3.2 remain true and correct at the Time of Closing to the extent contemplated by section 4.2; (ii) satisfy or cause to be satisfied the conditions in section 4.2 which are under its control; and (iii) obtain all necessary Consents, approvals and authorizations, and make all necessary registrations and information submissions, that are required to be obtained under applicable Law for the Vendors to consummate the Transaction, and cooperate with the Fund, including through the submission of required information, in respect of all Consents, approvals or authorizations that are required to be obtained under applicable Law by the Vendors. (b) As of the date hereof, the Purchaser has delivered to the Vendors true and complete copies of (a) a commitment letter among the Purchaser and the lender parties thereto, pursuant to which the lender parties thereto have committed, subject to the terms thereof, to lend the amounts set forth therein (the “Debt Financing Commitment”); and/or (b) equity commitment letters among the Purchaser and the equity financing parties thereto (the “Equity Financing Commitments”) pursuant to which the parties thereto have committed, subject to the terms thereof, to invest the cash amounts set forth therein (the financing provided for in the Equity Financing Commitments and the Debt Financing Commitment, is collectively referred to as the “Financing”), in form and substance satisfactory to the Vendors and the Vendors’ Counsel. The Purchaser agrees to do all acts and things that are or may be necessary in order to ensure that (i) the Financing is completed and in place at the Time of Closing, (ii) the funds provided to the Purchaser thereunder are freely available for use by the Purchaser at the Time of Closing, and (iii) the Aggregate Redemption Amount and the AE Estimate are duly paid to the Vendors on Closing in accordance with the terms of this Agreement. (c) At the Time of Closing, subject to section 4.2(f), the Purchaser shall pay or cause to be paid to each of the Persons to whom the EDS Debt is owed such amounts as required to be paid to each of them on the Closing Date pursuant to the payout statements delivered on Closing in order to repay in full and terminate the Credit Facilities or any other EDS Debt provided to the Partnership and any other EDS Group entity by such lender. (d) Following the Closing Date, the Purchaser covenants and agrees to take, or cause to be taken by each EDS Group entity on the date hereof, at no charge or consideration for overhead or otherwise, all reasonable actions and to do, or cause to be done, all things reasonably necessary, proper or advisable, in each case as reasonably requested by the Fund, in order to: (i) provide the Fund with any information, documentation and administrative assistance it requires in order to prepare and file all Tax Returns; (ii) assist the Developer: a) to comply with all the by-laws, restrictions Fund and requirements any subsidiaries of the Municipality Fund in connection with (A) providing notices and information (in respect of the Purchaser's construction and other activities Tax matters) to its Unitholders, (B) ceasing to have its Units listed on the Lot, including those set forth in the Development Agreement; bTSX and (C) that the Developer shall ceasing to be at any time entitled to enter upon the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof a reporting issuer of each of the dwelling has been sheathed applicable provinces and shall indemnify territories of Canada; and (iii) assist the Developer and Fund in connection with completing all administrative matters necessary or advisable to properly effect the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by redemption of the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all Units in accordance with the requirements terms of the Municipality and subject to any warranties imposed under a Development Agreement relating to Fund Declaration of Trust, as the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling case may be (each as may be amended in accordance with applicable standards required by this Agreement) and the Municipality including making winding up of the Fund, the Trust and the Partnership and any required adjustments subsidiaries of the Fund other than the EDS Group entities following the end of its taxation year in which such redemption occurs or such other time as the Purchaser determines is appropriate. For greater clarity, nothing in this section 6.1(b) shall require the Purchaser or the subsidiaries of the Fund to assist or otherwise take any actions in connection with the payment of any redemption proceeds or distribution to the manholes and Unitholders or curbs, within 18 months following issuance make any of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil them or any other construction debris; i) to ensure that excavation will not occurof their respective directors, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electricalofficers, gas employees, affiliates, agents or telephone utility easements, assigns liable or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing Datetherefor.

Purchaser’s Covenants. The Purchaser agrees with the Vendor as follows: ACCEPTANCE OF PLAN OF SUBDIVISION: (a) To forthwith upon request do all acts and execute and deliver all documents, both before and after closing, as may be required by the Vendor or the relevant municipality (the "Municipality") in connection with and the acceptance of the plan of subdivision wherein the Property is situate as a whole by the Municipality. (b) The Purchaser will not before closing, mortgage, sell, deal with or in any way encumber the Property, directly or indirectly, that he will not permit any lien, execution or conditional sales agreement to be registered or filed and that he will not obstruct or alter the premises. (c) Notwithstanding the closing of this transaction, the Purchaser's covenants, warranties and agreements in this Agreement shall not merge and the Purchaser shall give to the Vendor any further written assurance as may be required by the Vendor to give effect to this covenant either before or after the Closing Date. The Vendor, the subdivider (the "Subdivider") of the plan of subdivision in which the Property is situated, the Municipality or their servants or agents may, for such period after closing as is designated by the Subdivider, the Vendor and/or the Municipality, enter upon the Property at all reasonable hours to inspect, repair, complete or rectify construction, grade and undertake modifications to the surface drainage, including installation and catch basins, without liability therefore, and the Transfer/Deed may contain such a provision. (d) Acceptance of construction, siting and grading by the Municipality shall conclusively constitute acceptance by the Purchaser. The Vendor shall have the right to substitute materials for those designated in the plans and/or specifications provided the quality is equal or better, and also to make minor changes in plans, siting and specifications, provided there is no objection from the Municipality. The Purchaser acknowledges that the siting of the garage for the dwelling unit has not yet been established and the Purchaser accepts that the garage may be sited on either side of the dwelling unit in accordance with the Vendor’s architectural and engineering requirements for the dwelling. (e) The Purchaser will not alter the grading of the Property contrary to the municipally approved drainage and/or grading control plan, and provided that lot grading has been completed in accordance with the municipally approved drainage and/or grading control plan, the Purchaser is estopped both from objecting thereto and from requiring any amendments thereto including the location of catch basins and infiltration trenches. If the Vendor has not undertaken to pave or finish the driveway pursuant to this Agreement, the Purchaser shall not pave or finish the driveway without the prior written consent of the Vendor and the prior written consent of the Subdivider and the Municipality, if required by the subdivision agreement or any other municipal agreement or requirement, following such approval and prior to completing the driveway, the Purchaser shall notify the Vendor in writing so that water keys can be located and raised, if necessary. The Purchaser covenants and agrees with not to damage or alter any subdivision service, and shall be liable for the Developer: a) to comply with all the by-lawscost of rectification of any such damage or alteration, restrictions and requirements of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Agreement; b) that event same is not paid upon demand, the Developer Vendor shall be at any time entitled have the right to enter upon the Lot register a lien on title to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installedsecure such payment. The Purchaser agrees that neither the plug Purchaser(s) nor their successors or assigns shall construct or install a swimming pool, fencing, or decking upon the property until after the Vendor has obtained acceptance of lot grading from the Municipality. The Purchaser acknowledges that the Vendor may not be removed to connect completing the dwellingpaving of the driveway for the property as contemplated herein, until after the closing of this transaction. Without limiting the generality of what may be contained herein, the Purchaser acknowledges and agrees with the Vendor that, after closing, he will not alter or change either the driveway or curbs without the express written consent of the Vendor, Subdivider and the Municipality, which consent may be arbitrarily withheld, until the foundation excavation subdivision has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required assumed by the Municipality including making any required adjustments for maintenance purposes. The Purchaser further acknowledges that if he alters or changes the driveway and/or curbs that the Vendor has the right to enter the property to restore the driveway and/or curbs to their previous placement and/or condition and to charge the cost of same to the manholes and or curbs, within 18 months following issuance of Purchaser as a building permit for lien on his property until paid by the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent Purchaser to the Lot Vendor. Any grading fee required in the Agreement of Purchase and repair Sale or Lease for units in the Plan is NOT a requirement of damage the Town of Aurora. The Town of Aurora does not control the return of such deposit and purchasers/tenants must direct inquiries regarding this return to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing DateVendor/landlord.

Purchaser’s Covenants. The Purchaser covenants and agrees with the DeveloperBoard and BPHDCL as follows: a12.1 The Purchaser has, examined and has fully satisfied himself as to the following: (i) to comply with all the by-lawsThe right, restrictions title and requirements interest of the Municipality Board in respect of the Purchaser's Schedule Land; (ii) The right and interest of the Board and BPHDCL in respect of the Said Apartment and Appurtenances; (iii) The Building Plan for construction and other activities of the Said Project on the Lot, including those set forth in the Development AgreementSchedule Land; b) that the Developer 12.2 The Purchaser shall not be at any time entitled to enter upon execute and register the Lot Deed of Conveyance of the Said Apartment and Appurtenances until the Purchaser fulfils and performs all his obligations and completes all payments under this Agreement. 12.3 Prior to perform the execution and registration of the Deed of Conveyance of the Said Apartment and Appurtenances as stipulated in this Agreement, the Purchaser shall not encumber the Said Apartment and Appurtenances in any work required manner except for raising the housing loan from any reputed financial institution or bank, etc., for payment of the Consideration and Deposits and Other Charges under this Agreement only after obtaining written consent / acknowledgement of BPHDCL. 12.4 The Purchaser shall not have any charge/lien in respect of the Said Apartment and Appurtenances till physical possession is made over to him/them after payment of all amounts due and payable by him/them in terms of this Agreement and the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug Board and BPHDCL shall have first charge and/or lien over the Said Apartment and Appurtenances for all amounts due and payable by the Purchaser to BPHDCL. The first charge and/or lien of the Board and BPHDCL over the Said Apartment and Appurtenances shall stand extinguished only upon the Purchaser making payment of the entire sale Consideration and Deposits and Other Charges payable under this Agreement and having performed all his/their obligations under this Agreement. 12.5 The Purchaser shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof seek partition or division in respect of the dwelling has been sheathed Said Apartment and Appurtenances. None of the purchasers / occupiers of the apartments of the Said Project shall indemnify make any obstruction or store or keep any article in Common Areas and Recreational Facilities. 12.6 The Purchaser shall not do or suffer to be done anything in or to the Developer Said Apartment which may adversely affect the Said Apartment and/or the Said Project. 12.7 The Purchaser shall not enclose the terrace/ balconies/ utility areas under any circumstances. 12.8 If any development and/ or betterment charges or other levies or taxes are charged or sought to be recovered by any statutory authority in respect of the Said Apartment and Appurtenances after the Municipality against all actionsdate hereof, claims, demands, damages, loss the same shall be proportionately borne and costs, including legal and court costs suffered or incurred paid by the Developer or the Municipality arising out of any failure Purchaser. 12.9 The Stamp duty and Registration charges if any, incidental to this Agreement shall also be borne and paid by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lot, all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing Date.

Purchaser’s Covenants. THE PURCHASER TO THE END AND INTENT THAT THE OBLIGATIONS HEREIN CONTAINED SHALL RUN WITH LAND CONTINUE THROUGHOUT DOTH HEREBY COVENANT WITH THE DEVELOPER as follows: 5.1. The Purchaser shall abide by, observe fulfill, and perform the terms, conditions, and obligations contained herein and in terms of the agreement for Development made between the Vendors and/or the Developer including related agreement for sale made with the Developer as the case may be in the manner and within the period stipulated therefor and shall not commit any delay or default in respect thereof. The Purchaser shall not object to, dispute or challenge the properties, benefits and rights, excepted and reserved by the Developer hereunder or any other right of the Vendors and/or the Developer or the Developer hereunder and shall not do any act deed or thing which may affect the exercise of any right of the Vendors or the Developer hereunder. 5.2. The ownership and enjoyment of the Designated Unit and the Appurtenances by the Purchaser shall be subject to payment of the Taxes and Outgoings and observance, fulfillment and performance of the Rules and Regulations as more fully contained in the SEVENTH SCHEDULE hereunder written and as a matter of necessity, the Purchaser, in using and enjoying the Designated Unit and the Appurtenances and the Common Areas and Installations, shall: 5.3. Observe fulfill and perform the rules regulations obligations covenants and agrees with restrictions from time to time in force for the Developer: a) to comply with all the by-laws, restrictions quiet and requirements peaceful use enjoyment and management of the Municipality said Premises and in particular the Common Areas and Installations and other Common Purposes including those specified in the PART-II of the SEVENTH SCHEDULE hereunder written; and 5.4. Bear and pay all municipal and other rates, taxes, impositions and outgoings in respect of the Purchaser's Designated Unit and Appurtenances wholly and those in respect of the New Building, the said Premises and/or the Common Areas and Installations proportionately including the Taxes and Outgoings as mentioned in the PART-I of the SEVENTH SCHEDULE hereunder written. 5.5. The Designated Unit and its Appurtenances shall be one lot and shall not be dismembered or dissociated in any manner. The Purchaser shall not be entitled to claim any partition of the said share in the said premises. 5.6. The Building Complex shall contain the Common Areas and Installations as specified in the THIRD SCHEDULE hereunder written. The Purchaser shall have the right to use the Common Areas and Installations in common with the Vendors and other Co-owners and other persons permitted by the Developer. The common ownership or user of the Common Areas and Installations by the Purchaser shall be subject to the exceptions and reservations contained in clause 4 and sub-clauses thereof hereunder written and subject to the observance of the terms and conditions contained in clause 5.2 hereto 5.7. Save those expressed or intended by the Developer and /or Vendors to form part of the Common Areas and Installations, no other part or portion of the Building Complex shall be claimed to be part of the Common Areas and Installations by the Purchaser either independently or in common with any other Co-owner. 5.8. Before the date of execution hereof, the Purchaser has independently examined and got himself fully satisfied about the title of the Vendors as well as the right derived by the Developer under the said Development Agreement to the said premises and the Designated Unit and accepted the same and agrees and covenants not to raise any objection with regard thereto or make any requisition in connection therewith. The Purchaser has also inspected the Building Plan in respect of the New Building and the location and area of the Designated Unit and agrees and covenants not to raise any objection with regard thereto. The Purchaser has also examined the workmanship and quality of construction of the Designated Unit and the Parking Spaces and the New Building and the Common Areas and Installations and the fittings and fixtures and facilities provided therein and has got himself fully satisfied with regard thereto. The Purchaser has further satisfied himself with regard to the connection of water, electricity, sewerage, drainage, workmanship etc. in or for the Designated Unit and the Common Areas and Installations as specified/ agreed/ mentioned in the agreement for sale, and agrees and convents not to raise any objection with regard thereto. 5.9. The carpet area of the Designated Unit includes the plinth/covered area of such Unit, the thickness of the external and internal walls columns and pillars save that only one-half of those external walls columns and pillars which are common between the Designated Unit and any other Unit shall be included. The super built up area of the Designated Unit shall be as mentioned in PART-I of the SECOND SCHEDULE hereunder written. The Purchaser has verified and satisfied himself fully from the Building Plans about the carpet/ covered area of the Designated Unit and also the super built-up area thereof mentioned herein and has accepted the same fully and, in all manner, including for the purposes of payment of the consideration and other amounts. The Purchaser has paid the consideration amount payable by the Purchaser hereunder upon having fully satisfied himself about the carpet area/covered area/ super built-up area to comprise in the Designated Unit mentioned in PART-I of the SECOND SCHEDULE hereunder written. Architect appointed by the Developer as regards the areas of the Designated Unit and/or of the areas of the Common Areas and Installations shall be final and binding on the parties. 5.10. The Purchaser shall not raise any question or objection or make any claim or demand whatsoever against the Vendors and/or the Developer with regard to all or any of the matters contained in clause 5.4 to 5.7above and hereby confirms to have taken possession of the Designated Unit upon full satisfaction in all manner and hereby further discharges the Developer of all obligations of the Developer pertaining to the construction and other activities on delivery thereof and of the Lot, including those set forth Common Areas and Installations in terms of the Development Agreement;agreement between the parties. b) that the Developer 5.11. The Purchaser shall be not in any manner cause any objection obstruction interference impediment hindrance or interruption at any time entitled hereafter in the construction, addition, alteration and completion of construction of or in or to enter upon the Lot to perform building or any work required part thereof and/or the Building Complex by the Municipality;Developer (including and notwithstanding any temporary obstruction or disturbance in his/her using and enjoying the Designated Unit and/or the Common Areas and Installations). c) that the Developer will plug the sewer service when the lot line services are installed5.12. The Purchaser agrees that shall have no connection whatsoever with the plug Co- owners of the other Units and there shall not be removed to connect no privity of contract or any agreement arrangement or obligation or interest as amongst the dwelling, until the foundation excavation has been backfilled Purchaser and the roof of the dwelling has been sheathed other Co-owners (either express or implied) and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections be responsible to the dwelling to Developer for fulfillment of the Purchaser’s obligations and the Vendors’/Developer’s rights shall in no way be erected on the said Lot, all in accordance affected or prejudiced thereby. 5.13. The Purchaser individually or along with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation Co-owners will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between require from either the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality Vendors or the Developer; m) , as the case may be, to maintain any fences erected contribute towards proportionate share of the Common Expenses in respect of the Units which are not alienated or agreed to be alienated by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary Vendors of the Closing DateDeveloper for a period of two years from the date of completion of the entire Building Complex.

Purchaser’s Covenants. (a) With respect to each Purchased Loan acquired by the Seller, the Purchaser shall provide or cause its affiliates to provide to the Seller no less frequently than quarterly and at the Purchaser’s expense (i) any marks and discount rates obtained by the Purchaser in connection with the valuation of such Purchased Loan and (ii) a report of a third party valuation firm with respect to each such Purchased Loan; provided that, the Purchaser shall not be required to disclose to the Seller any information to the extent such disclosure would violate any agreement or confidentiality obligation and, without limiting the foregoing, the Seller agrees that the receipt of such information is conditioned on the Seller receiving the consent of such valuation firm (including by entering into a non-reliance letter acceptable to such valuation firm). (b) The Purchaser shall provide to the Seller preliminary information regarding the aggregate amount of its called and uncalled subscriptions and its asset holdings (including, without limitation, any tranche information) and the existence of any known material events of default (which has resulted in the applicable counterparty becoming capable of exercising remedies thereunder, whether or not such remedy is actually exercised) under its debt facilities that are known to the Purchaser and that have not previously been disclosed by the Purchaser to the Seller, in each case, within five business days of the end of each calendar month. (c) The Purchaser hereby covenants and agrees with that this Agreement and its obligations hereunder do not and will not conflict with, or result in a breach of, any agreement that it is a party to in any material respect and that at all times it will be able to consummate each Forward Purchase and purchase, receive and accept each Purchased Loan and each Available Unfunded Commitment from the Developer:Seller. a(d) to comply with all the by-laws, restrictions and requirements of the Municipality in respect of the Purchaser's construction and other activities on the Lot, including those set forth in the Development Agreement; b) that the Developer shall be at any time entitled to enter upon the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled promptly (and the roof in any event within five (5) business days of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; dits receipt thereof) that the Purchaser shall install at its own expense all sewer connections deliver to the dwelling to be erected on the said Lot, Seller any and all in accordance with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement material amendments relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality or the Developer; m) to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary of the Closing DatePurchased Loans.

Purchaser’s Covenants. THE PURCHASER TO THE END AND INTENT THAT THE OBLIGATIONS HEREIN CONTAINED SHALL RUN WITH LAND CONTINUE THROUGHOUT DOTH HEREBY COVENANT WITH THE DEVELOPER as follows: 5.1 The Purchaser shall abide by, observe fulfill, and perform the terms, conditions, and obligations contained herein and in terms of the agreement for Development made between the Vendors and/or the Developer including related agreement for sale made with the Developer as the case may be in the manner and within the period stipulated therefor and shall not commit any delay or default in respect thereof. The Purchaser shall not object to, dispute or challenge the properties, benefits and rights, excepted and reserved by the Developer hereunder or any other right of the Vendors and/or the Developer or the Developer hereunder and shall not do any act deed or thing which may affect the exercise of any right of the Vendors or the Developer hereunder. 5.2 The ownership and enjoyment of the Designated Unit and the Appurtenances by the Purchaser shall be subject to payment of the Taxes and Outgoings and observance, fulfillment and performance of the Rulesand Regulations as more fully contained in the SEVENTH SCHEDULE hereunder written and as a matter of necessity, the Purchaser, in using and enjoying the Designated Unit and the Appurtenances and the Common Areas and Installations, shall: 5.3 Observe fulfill and perform the rules regulations obligations covenants and agrees with restrictions from time to time in force for the Developer: a) to comply with all the by-laws, restrictions quiet and requirements peaceful use enjoyment and management of the Municipality said Premises and in particular the Common Areas and Installations and other Common Purposes including those specified in the PART-II of the SEVENTH SCHEDULE hereunder written; and 5.4 Bear and pay all municipal and other rates, taxes, impositions and outgoings in respect of the Purchaser's Designated Unit and Appurtenances wholly and those in respect of the New Building, the said Premises and/or the Common Areas and Installations proportionately including the Taxes and Outgoings as mentioned in the PART-I of the SEVENTH SCHEDULE hereunder written. 5.5 The Designated Unit and its Appurtenances shall be one lot and shall not be dismembered or dissociated in any manner. The Purchaser shall not be entitled to claim any partition of the said share in the said premises. 5.6 The Building Complex shall contain the Common Areas and Installations as specified in the THIRD SCHEDULE hereunder written. The Purchaser shall have the right to use the Common Areas and Installations in common with the Vendors and other Co-owners and other persons permitted by the Developer. The common ownership or user of the Common Areas and Installations by the Purchaser shall be subject to the exceptions and reservations contained in clause 4 and sub-clauses thereof hereunder written and subject to the observance of the terms and conditions contained in clause 5.2 hereto. 5.7 Save those expressed or intended by the Developer and /or Vendor to form part of the Common Areas and Installations, no other part or portion of the Building Complex shall be claimed to be part of the Common Areas and Installations by the Purchaser either independently or in common with any other Co-owner. 5.8 Before the date of execution hereof, the Purchaser has independently examined and got himself fully satisfied about the title of the Vendors as well as the right derived by the Developer under the said Development Agreement to the said premises and the Designated Unit and accepted the same and agrees and covenants not to raise any objection with regard thereto or make any requisition in connection therewith. The Purchaser has also inspected the Building Plan in respect of the New Building and thelocation and area of the Designated Unit and agrees and covenants not to raise any objection with regard thereto. The Purchaser has also examined the workmanship and quality of construction of the Designated Unit and the Parking Spaces and the New Building and the Common Areas and Installations and the fittings and fixtures and facilities provided therein and has got himself fully satisfied with regard thereto. The Purchaser has further satisfied himself with regard to the connection of water, electricity, sewerage, drainage, workmanship etc. in or for the Designated Unit and the Common Areas and Installations as specified/ agreed/ mentioned in the agreement for sale, and agrees and convents not to raise any objection with regard thereto. 5.9 The carpet area of the Designated Unit includes the plinth/covered area of such Unit, the thickness of the external and internal walls columns and pillars save that only one-half of those external walls columns and pillars which are common between the Designated Unit and any other Unit shall be included. The super built up area of the Designated Unit shall be as mentioned in PART-I of the SECOND SCHEDULE hereunder written. The Purchaser has verified and satisfied himself fully from the Building Plans about the carpet/ covered area of the Designated Unit and also the super built-up area thereof mentioned herein and has accepted the same fully and, in all manner, including for the purposes of payment of the consideration and other amounts. The Purchaser has paid the consideration amount payable by the Purchaser hereunder upon having fully satisfied himself about the carpet area/covered area/ super built-up area to comprise in the Designated Unit mentioned in PART-I of the SECOND SCHEDULE hereunder written. Architect appointed by the Developer as regards the areas of the Designated Unit and/or of the areas of the Common Areas and Installations shall be final and binding on the parties. 5.10 The Purchaser shall not raise any question or objection or make any claim or demand whatsoever against the Vendor and/or the Developer with regard to all or any of the matters contained in clause 5.4 to 5.7above and hereby confirms to have taken possession of the Designated Unit upon full satisfaction in all manner and hereby further discharges the Developer of all obligations of the Developer pertaining to the construction and other activities on delivery thereof and of the Lot, including those set forth Common Areas and Installations in terms of the Development Agreement;agreement between the parties. b) that the Developer 5.11 The Purchaser shall be not in any manner cause any objection obstruction interference impediment hindrance or interruption at any time entitled hereafter in the construction, addition, alteration and completion of construction of or in or to enter upon the Lot to perform building or any work required by part thereof and/or the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred Building Complex by the Developer (including and notwithstanding any temporary obstruction or disturbance in his/her using and enjoying the Municipality arising out Designated Unit and/or the Common Areas and Installations). 5.12 The Purchaser shall have no connection whatsoever with the Co- owners of the other Units and there shall be no privity of contract or any failure by agreement arrangement or obligation or interest as amongst the Purchaser to do so; dand the other Co-owners (either express or implied) that and the Purchaser shall install at its own expense all sewer connections be responsible to the dwelling to Developer for fulfillment of the Purchaser’s obligations and the Vendors’/Developer’s rights shall in no way be erected on the said Lot, all in accordance affected or prejudiced thereby. 5.13 The Purchaser individually or along with the requirements of the Municipality and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation Co-owners will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between require from either the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements as may be caused by or related to the Purchaser's activity on the Lot; k) that all excess concrete will be taken off site and will not be disposed of within the subdivision; l) to cut weeds on the Lot and adjacent boulevards and to keep the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications of the Municipality Vendors or the Developer; m) , as the case may be, to maintain any fences erected contribute towards proportionate share of the Common Expenses in respect of the Units which are not alienated or agreed to be alienated by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive until the 5th anniversary Vendors of the Closing DateDeveloper for a period of two years from the date of completion of the entire Building Complex.

Purchaser’s Covenants. The Purchaser covenants Purchasers covenant and agrees agree with --------------------- the Company that: (a) The Purchasers will cooperate with the Developer: a) Company in connection with the preparation of any registration statement relating to comply with all the by-laws, restrictions and requirements a registration of the Municipality Registrable Securities pursuant to this Agreement, and for so long as the Company is obligated to keep the registration statement effective, the Purchasers will provide the Company, in respect of the Purchaser's construction and other activities on the Lotwriting, including those set forth for use in the Development Agreement; b) that the Developer shall be at any time entitled to enter upon the Lot to perform any work required by the Municipality; c) that the Developer will plug the sewer service when the lot line services are installed. The Purchaser agrees that the plug shall not be removed to connect the dwelling, until the foundation excavation has been backfilled and the roof of the dwelling has been sheathed and shall indemnify the Developer and the Municipality against all actions, claims, demands, damages, loss and costs, including legal and court costs suffered or incurred by the Developer or the Municipality arising out of any failure by Purchaser to do so; d) that the Purchaser shall install at its own expense all sewer connections to the dwelling to be erected on the said Lotregistration statement, all in accordance with information regarding the requirements of the Municipality Purchasers and subject to any warranties imposed under a Development Agreement relating to the Lot, and to secure from the Municipality all necessary permits in connection therewith; e) to trench and backfill from the property line of the Lot to service connections to the dwelling for utilities at the Purchaser's expense and to pay all charges with respect to the above services and equipment; f) to grade and sod all adjacent front and side boulevard areas abutting the Lot, together with any drainage or swale easements located on the Lot, all within two years following issuance of a building permit for the Lot; g) to install driveway and driveway approach in either concrete or paving stone, or paved alternate approved by the Municipality, from the Road to the dwelling in accordance with applicable standards required by the Municipality including making any required adjustments to the manholes and or curbs, within 18 months following issuance of a building permit for the Lot; h) to keep any road allowance, utility easement or such other nearby public and private lands clear of all excess fill, aggregates or topsoil or any other construction debris; i) to ensure that excavation will not occur, nor will excavation dirt be stored within two (2) metres in perpendicular width of any area of Lots subject to electrical, gas or telephone utility easements, or any property line where a fence is or will be constructed. Excavation dirt may not be stored between the excavation and the riverbank. Excavation shall only be stored within lot lines; j) to be responsible for the disposal of excess excavation material promptly from the Lot and the cleanup of spillage of earth or any other foreign material on any road allowance or areas adjacent to the Lot and repair of damage to the roadway improvements information as may be caused necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities and to maintain the effectiveness thereof. (b) The Purchasers shall not take, directly or indirectly, during the term of this Agreement, any action designed to stabilize (except as may be permitted by applicable law) or related manipulate the price of any security of the Company. (c) At least 10 days prior to any distribution of the Purchaser's activity Registrable Securities, the Purchasers will advise the Company in writing of the dates on which the Lot; k) distribution will commence and terminate, the number of shares to be sold, the name of any agent or broker-dealer to or through whom such distribution is being made, the selling commission or other compensation to such agent or broker-dealer and the number of shares of Common Stock that all excess concrete will be taken off site and will not be disposed of within owned beneficially by the subdivision;selling Purchaser after giving effect to such sale. l(d) to cut weeds on Upon notice from the Lot and adjacent boulevards and to keep Company that it requires the Lot free from construction debris, waste materials and the like and to keep the Lot in a neat and tidy condition and not to place or dump any article or thing within the subdivision, all in accordance with any and all by-laws, and/or specifications suspension of the Municipality or distribution of any of the Developer; m) Registrable Securities pursuant to maintain any fences erected by the Developer on or adjacent to the Lot as would a prudent owner and not to alter the same as to colour or otherwise; n) to ensure compliance with any regulations by the Province of Manitoba or the Municipality regarding road restrictions within the community or surrounding rights-of-way, including weight restrictions and seasonal access; and o) that notwithstanding anything to the contrary, the provisions of this paragraph 17 will survive Section 6, then the Purchasers shall cease distributing the Registrable Securities until such time as the 5th anniversary Company notifies the Purchasers that distribution of the Closing DateRegistrable Securities may recommence. (e) The Purchasers shall not sell, transfer or dispose of any of the Registrable Securities, or enter into any agreements or understandings with third parties respecting the sale, transfer or disposition of any of the Registrable Securities, except as described in the section of the prospectus entitled "Plan of Distribution" so long as the Company maintains the effectiveness of the registration statement.