SCHEDULE C

COVENANTS

Section 1

For the benefit and protection of the Lands and any and every part thereof identified from time to time as part of the Building Scheme, so as to bind the specified parcel hereby conveyed and every part thereof unto whosoever hands the same may come, the transferee (sometimes called the "Purchaser") does and hereby covenants and agrees with the transferor (sometimes called the "Vendor"), its successors and assigns, and also as a separate covenant with every owner for the time being of any Building Lot comprising a part of the Building Scheme, that the transferee his heirs, executors, administrators and assigns, and all other persons deriving title under them from time to time will at all times hereafter observe and perform and comply with and be bound by the restrictions set out in Schedule "E" hereto annexed and that nothing will be done, permitted or suffered on or in connection with the said specified parcel that is not in conformity with such restrictions and that this covenant will run with and bind the lands hereby conveyed;

Section 2

Each and every of the individual Owners of Building Lots, and their respective heirs and assigns, shall and may make use of that one-half portion of any party wall or party walls, as the case may be, forming part of the Unit or Units, as the case may be, constructed on the building lot or the Building Lots adjacent to the Building Lot of each such Owners, in whole or in part or so much thereof as is required to provide sufficient support for the Unit of each such Owner, to be retained and used as such forever, it being understood and acknowledged that this restriction and privilege shall be perpetual and shall be construed as a covenant running with and binding the lands affected thereby, provided, however, that no part of the fee in any building lot upon which any part of any party wall rests as aforesaid shall, by reason hereof, or otherwise, be or become vested in any person other than the individual owner, and his heirs and assigns, upon whose building lot it so rests. If hereafter, from time to time, it shall become necessary to repair, replace or rebuild the whole or any portion of any party wall forming part of the Unit scheme the cost and expense of such repairing, replacing or rebuilding that part of any such party wall as constitutes its principal structure (but not any part such as strapping, plaster, gyproc or interior wall which benefits only one owner) shall be shared equally between the respective Owners of the two Units sharing such party wall. Notwithstanding the foregoing, should it become necessary to repair, replace or rebuild the whole or any part of any such party wall (whether constituting its principal structure or otherwise) solely by reason of the fault, neglect or willful act of an owner of a Unit sharing such party wall, such party shall bear the full expense thereof. Whenever any such party wall or any part thereof shall be rebuilt it shall be erected on the place where it now stands shall be of the same size and the same or similar materials and of like quality and done in a workmanlike manner of a quality comparative to its present condition. In the event the owner of any Unit shall not pay his share of the cost, or the cost, as the case may be, of repairing, replacing or rebuilding any such party wall as aforesaid the owner of the other Unit sharing such party wall may pay such share of the cost, or such cost, as the case may be, whereupon the amount so paid shall constitute a debt due by such defaulting owner to the owner who shall have made such payment, payment of which debt may be enforced by court or other proceedings.

Section 3

The transferee acknowledges that certain of the lands and premises from time to time specifically designated as a part of the Building Scheme are or will be held by the Trustee, as defined herein, in trust for the benefit of all Owners of Building Lots comprising the Building Scheme and, in consideration of the benefit and enjoyment of the Trustee Lands, as set out in schedule "E" hereto, hereby covenants to pay to the Trustee, upon receiving notice from the said Trustee, of the amount payable from time to time, a sum of money in Canadian funds equivalent to his proportionate pro rata share, based on the total number of Unit existing from time to time within or in conjunction with the Building Scheme of the costs, charges and expenses (whether actual and/or estimated and/or averaged) from time to time of arranging for and providing the Services as particularly set out, defined and provided for in a certain transfer made by and between Berlin Development Ltd., and the Trustee and/or set out in the agreement of purchase and sale made between the transferor and the transferee.

Section 4

The covenants, stipulations, restrictions and conditions contained herein shall be binding upon the transferee his heirs, executors, administrators’ successors and assigns and may be enforced by the transferor, any Owner of a Unit in the Arbour Brook Pointe Townhouses development or any association of a majority of the Owners by court or other proceedings. Failure to enforce any covenant contained herein shall in no event constitute a waiver of the right to rely upon strict observance of these covenants or to enforce the covenants in the future.

The transferee acknowledges and agrees that the covenants contained herein form part of a Building Scheme established or to be established by the Developer on the Lands constituting Arbour Brook Pointe Townhouses and shall run with each and every Building Lot established upon the Lands from time to time and shall be binding upon the transferee and each and every owner of each and every Building Lots and their respective heirs, executors, successors and assigns.