AGREEMENT OF PURCHASE AND SALE · Agreement of Purchase and Sale Page 3 of 6 1. The Purchaser...

AGREEMENT OF PURCHASE AND SALE

for

JASPER CONDOS A STANDARD CONDOMINIUM PLAN

located at

716 Main Street East Milton, Ontario

by

MILTON CENTRE CO‐OPERATIVE DEVELOPMENT CORPORATION

JASPER CONDOS

Agreement of Purchase and Sale of 6

Summary and Key Terms This document is incorporated into and forms an integral part of the agreement of purchase and sale to which it is attached and any valid amendments thereto (collectively the “Agreement”) for the Unit between the Purchaser (as such terms are defined below) and Milton Centre Co‐operative Development Corporation (the “Vendor”).

“Purchaser” means: Print Name of Purchaser Above Print Name of Purchaser Above

Address: Street Address Street Address

City, Province, Postal Code City, Province, Postal Code

Phone: Primary Number Secondary Number Primary Number Secondary Number

Facsimile: Email:

“Unit” means, collectively:

• A proposed residential unit, being Suite ______ (Unit _____, Level ______) and Model Type ____________________ of the Vendor’s proposed standard condominium plan (the “Condominium Plan”) as depicted on the sketches and plans attached as Schedule B to this Agreement (the “Residential Unit”);

• a proposed parking unit, being Unit _____, Level ______, of the Condominium Plan as depicted on the sketch or plan attached as Schedule B to this Agreement (the “Parking Unit”); (strike out if not applicable)

• a proposed locker/storage unit, being Unit _____, Level ______, of the Condominium Plan as depicted on the sketch or plan attached as Schedule B to this Agreement (the “Storage Unit”); (strike out if not applicable)

• together with the common interest appurtenant thereto.

Description Price

Base Price of Residential Unit $

Base Price of Parking Unit $

Base Price of Storage Unit $

“Purchase Price”* means: $

*The Purchaser acknowledges that part of the Purchase Price of the Unit under this Agreement is financed by the Alternatives Mortgage (as defined hereafter in this Agreement), which, on the Closing Date, may be either paid out or registered on title, to be discharged on or before the date the Purchaser sells the Unit. If registered, the Alternatives Mortgage will be assigned by the Vendor to the entity identified in this Agreement as “Alternatives” or the Vendor may direct the Purchaser to engross in favour of said entity. “Purchaser’s Solicitor” means: “Vendor’s Solicitor” means:

Michael Clifton / Jessica Spataro Print Name of Solicitor Above Address: 12 Northumberland Street Street Address Ayr, Ontario N0B 1E0 City, Province, Postal Code Phone: 519.632.9755 Ext. 300 / 303 Phone: Facsimile: 519.632.8031 Facsimile: Email: [email protected] / Email: [email protected]

SIGNED, SEALED, AND DELIVERED in the presence of ___________________________________ ___________________________________ (date) ______/______/______ (Witness) (Purchaser) day month year

___________________________________ ___________________________________ (date) ______/______/______ (Witness) (Purchaser) day month year

VENDOR Per: ___________________________________ (date) ______/______/______

Name/Title: day month year

I have the authority to bind the corporation.

JASPER CONDOS


1. The Purchaser agrees to purchase the Unit from the Vendor on the following terms and conditions. 2. The Purchaser acknowledges the Condominium Plan is proposed to be a standard condominium plan as defined in

the Condominium Act, 1998, (the “Act”), which is to be registered against the property legally described as:

Part Lot 13, Concession 3,Trafalgar New Survey, Part 1, Plan 20R‐9214; Milton/Trafalgar (PIN 24945‐0128 LT)

(the “Property”). Pursuant to the Act, this Agreement is not binding on the Purchaser until 10 days after this Agreement is fully executed and the Vendor has delivered to the Purchaser a copy of the Vendor’s current disclosure statement pertaining to the Condominium Plan. The Purchaser has the right to rescind this Agreement in accordance with the provisions of the Act within such 10‐day period.

3. The following words have the following meanings:

• “Alternatives” means Home Ownership Alternatives Non‐Profit Corporation (Greater Toronto Area), a

non‐profit corporation established to hold the Alternatives Mortgages in trust and to use its assets to encourage the development of affordable homes.

• “Alternatives Agreement” means the agreement signed by the Vendor with Alternatives, obliging the

Vendor to assign the Alternatives Mortgage to Alternatives upon the sale of each Unit in the development. It is available for inspection at the Vendor’s office.

• “Alternatives Mortgage” means a mortgage for the amount set out in Section 4, as it may be adjusted

under Section 8 of this Agreement, given by the Purchaser to the Vendor to finance that portion of the Purchase Price of the Unit that is the difference between the market value of the Unit and the Vendor’s cost of the Unit. The Alternatives Mortgage will also secure any additional amounts that are provided to the Purchaser by the Vendor and/or Alternatives, if the Purchaser is qualified to receive such additional amounts, and such additional amounts will be added to the principal of the Alternatives Mortgage. The terms of the Alternatives Mortgage that apply to the difference between the market value of the Unit and the Vendor’s cost of the Unit are set out in Schedule E of this Agreement, but if the Purchaser receives any additional amounts from the Vendor and/or Alternatives, then the terms of the Alternatives Mortgage shall be those that the Vendor and/or Alternatives, in its/their discretion, require(s) as a condition of providing the Purchaser with such additional amounts, failing which the terms set out in Schedule E will apply. The Alternatives Mortgage is assigned to Alternatives by the Vendor on closing pursuant to the Alternatives Agreement.

• “Appraised Value” means the appraised value of the Unit, determined by an appraiser appointed by the

Vendor and approved by Alternatives, as of a date approved by Alternatives.

4. The Purchase Price is payable as follows:

a. ______________________________________________________ Dollars ($_______________________.00) by way of the Alternatives Mortgage given to the Vendor as a vendor‐take‐back mortgage on the terms set out in this Agreement; AND

b. Either: [check selected option and/or strike out non‐selected option]

i. [Option 1] an initial deposit of five percent (5%) of the Purchase Price paid at the time of execution of this Agreement by the Purchaser, giving credit for any monies paid pursuant to a reservation agreement (if any); or

ii. [Option 2] an initial deposit of one thousand dollars ($1,000.00) to be paid at the time of execution of

this Agreement by the Purchaser, giving credit for any monies paid pursuant to a reservation agreement (if any), and a further deposit in the amount by subtracting one thousand dollars from of five percent (5%) of the Purchase Price (such that the aggregate total of the two deposits is equal to five percent (5%) of the Purchase Price) to be paid on the earlier of (i) the 90th day following execution of this Agreement by the Purchaser, and (ii) two weeks prior to the commencement of construction of the proposed condominium;

AND

c. on the Closing Date (as defined below), the Purchaser shall pay the balance of the Purchase Price, subject to

usual adjustments and those set out herein, in the form of a cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office or Credit Union drawn on the Purchaser’s Solicitor’s trust account or by wire transfer that qualifies as a payment pursuant to the Large Value Transfer System overseen by the Canadian Payments Association (CPA) as detailed in By‐law No. 7 of the CPA. Prior to Closing and if funds are to be directly deposited into the Vendor’s Solicitor’s bank account, the Purchaser’s Solicitor will provide a copy of the certified cheque so deposited and the signed guarantee of funds form required by the Vendor’s Solicitor to the Vendor’s Solicitor. No holdback of any portion of the Purchase Price is permitted for any reason.

JASPER CONDOS


5. All deposits shall be payable in trust to Feltmate Delibato Heagle LLP. The Purchaser is further hereby directed to pay the Vendor's Solicitor, or as the Vendor’s Solicitor further directs, the whole of the proceeds due on the Closing Date with respect to this transaction in trust. This direction can only be cancelled by an instrument in writing executed on behalf of the Vendor and delivered to the Purchaser or the Purchaser’s Solicitor.

6. This Agreement is subject to Harmonized Sales Tax (“H.S.T.”) in accordance with the provisions of Schedule D (the

“H.S.T. Schedule”). 7. The Purchaser will pay for additions, deletions, options, extras, and upgrades (collectively, “Extras”) not included

in the Purchase Price and purchased from the Vendor (if permitted and if any) in accordance with Schedule I (the “Extras Schedule”). Unless otherwise permitted by the Vendor, the Purchaser will pay for Extras on the date of ordering the same.

8. Adjustments –

a. Real Property Taxes –

i. Local improvements, assessment rates, occupancy charges, common expenses and other charges shall be apportioned to the Closing Date (the day itself to be apportioned to the Purchaser). Because the Occupancy Fee does not include any amount on account of real property taxes relating to the Unit for the period following the Firm Occupancy Date, real property taxes on account of the Unit shall be apportioned to the Firm Occupancy Date (the day itself to be apportioned to the Purchaser) with the Vendor being responsible for all real property taxes up to but not including the Firm Occupancy Date and the Purchaser being responsible for all real property taxes assessed on account of the Unit thereafter with an adjustment on Closing of any taxes paid by the Vendor for the period after the Firm Occupancy Date as apportioned by the Vendor to the Unit. The Vendor and the Purchaser hereby mutually undertake to make any necessary readjustments for real property taxes, local improvements and other charges upon receipt of the assessment for the Unit and with respect to any other adjustments on the statement of adjustments.

ii. Real property/municipal taxes applicable to the Unit including local improvement or other

charges shall be estimated by the Vendor for the calendar year in which the Closing Date occurs and may at the option of the Vendor be adjusted as if such sums as estimated had been paid by the Vendor for the said year notwithstanding the same or part thereof may not have been levied or paid, subject to readjustment after the Closing Date upon the actual amount of such taxes, local improvement or other charges being ascertained. The foregoing is subject to the provisions in subparagraph iv hereof.

iii. The Vendor and the Purchaser hereby mutually undertake to make any necessary readjustments

for real property/municipal taxes, local improvements and other charges upon receipt of the assessment for the Unit and with respect to any other adjustments on the statement of adjustments.

iv. In addition and without limitation on account of any of the foregoing or anything else within this

Agreement, as it may be one or more years following Closing before real property/municipal taxes are separately assessed against the Unit and the billing for such taxes will continue against the Vendor until such separate assessment, the Vendor has the right to require the payment from the Purchaser to the Vendor on Closing of an amount equal to two times 1/116th (this number is based on the total number of approved units in Jasper Condos) of the real property taxes assessed as of Closing against the whole of the proposed condominium plan. This is intended to cover the Purchaser’s share of two years of “land taxes”. The monies so collected will be applied on account of real property taxes that accrue from the Firm Occupancy Date until such time as taxes are separately assessed against the Unit. Any excess of monies collected will be returned to the Purchaser. Any deficiency is to be made up for and paid by the Purchaser.

b. The Purchaser shall pay on the Closing Date all costs incurred with respect to the Alternatives Mortgage, including registration fees and all fees and charges imposed by Alternatives.

c. The Vendor is a registered builder under Tarion (Registration No. 43862). The Purchaser shall pay to the

Vendor on the Closing Date an amount equal to the unit enrolment fee payable under the Ontario New Home Warranty Plan Act.

d. The Purchaser shall pay to the Vendor on closing an administration fee of $50.00 per deposit payment for

each deposit payment made after the first.

e. The Purchaser shall pay to the Vendor an amount equal to the levy payable to the Lawyer’s Professional Indemnity Corporation on this transaction by the solicitors for the Vendor for this transaction on the Closing Date.

f. The balance due on Closing shall also be adjusted as to all prepaid and accrued expenses or charges which

shall include, without limiting the generality of the foregoing, the following:

JASPER CONDOS


i. in favour of the Vendor, for assessments prepaid or owing for contribution towards the common

expenses and/or reserve fund;

ii. in favour of the Vendor, any other prepaid or current expense, such as gas, electricity water, etc., which shall be adjusted by attributing to the Unit its share of such expenses, as determined by its proportionate share of the common expenses although it is possible that gas, electricity and water will each be separately metered to the Unit and, if so, the Purchaser will have been required to sign up to pay the same from the earlier of occupancy or the Closing Date; and

iii. in favour of the Purchaser, any interest owing to the Purchaser on account of the provisions of

the Act with respect to the deposits paid by the Purchaser. g. If the directors of the Vendor are of the opinion that the market value of the Unit on the Closing Date may

be materially less than the Purchase Price, then the Vendor may in its sole discretion determine the Appraised Value as of a date that is one month prior to the Closing Date, and the Purchase Price shall be reduced, by way of an adjustment on the Closing Date, to the greater of:

i. the Appraised Value; and

ii. the Purchase Price less the amount of the Alternatives Mortgage.

In that event, the amount of the Alternatives Mortgage shall be reduced by an amount equal to the reduction of the Purchase Price. The Vendor is not hereby required to make any determination as to the market value of the Unit or of the Appraised Value in any circumstances whatsoever, including those described herein.

h. Common Element Utility Metering –

i. The Purchaser is hereby informed there may be security or other deposits required to be paid by the condominium corporation to be created by the registration of the Creating Documents (the “Corporation”) once it is registered to utility companies and/or suppliers on account of installation of meters and/or supply of services to the common elements. If any such security or other deposits are required, the Purchaser agrees to pay to the Vendor as an adjustment on Closing (or after Closing if the Vendor makes such request for payment after Closing) a percentage of the amount of each such deposit based upon the proportionate contribution to the common expenses payable on account of each Unit being purchased by the Purchaser as set out in Schedule D to the registered declaration of the condominium.

ii. The Vendor covenants to deliver the amounts paid by the Purchaser in accordance with the foregoing paragraph to the Corporation to be available to be paid on account of such security or other deposits except with respect to any Unit being purchased herein for which the percentage share of such security or other deposits has already been paid. With respect to any such Unit for which the percentage share of such security or other deposits has already been paid, the Vendor shall retain the monies paid by the Purchaser on account of the foregoing paragraph for the Vendor’s own account.

iii. The Vendor further agrees that it will, if it has not already done so, contribute like payments on

account of each unit of the condominium for which there is no agreement of purchase and sale in place as of the date of condominium registration, to help ensure the condominium has sufficient funds to pay the total amount of each such required security or other deposits.

i. Insurance Premium –

i. The Purchaser will pay to the Vendor, on the Closing Date, an amount equal to the Unit’s

percentage share of the common expenses multiplied by the amount of the first insurance premium paid or payable on account of the Corporation’s insurance costs in light of the fact there may be insufficient funds in place at the time of the registration of the condominium plan to pay this premium. If the Vendor has paid any of the Vendor’s funds towards the costs of such insurance premium the Vendor may to the extent it has made payment of the same on account of the Corporation retain the amount paid pursuant to this subparagraph. Otherwise the amount so paid will be delivered to the Corporation by the Vendor.

9. Subject to the issuance of same by the municipality, which is within the sole and absolute discretion of the

municipality, the Vendor will use its best efforts to deliver an occupancy permit and final inspection report before the Firm Occupancy Date, but shall not in any event be required to do so and, if obtained, may deliver the permit and/or final inspection report within a reasonable time after the Firm Occupancy Date. The Purchaser agrees to accept the written undertaking of the Vendor on or before the Firm Occupancy Date to rectify all building code infractions recorded by the relevant municipality (referred to herein as the “Municipality”) that exist as of Occupancy. The Purchaser agrees to accept the written undertaking of the Vendor on Closing to rectify all

JASPER CONDOS


building code infractions recorded by the Municipality that exist as of Closing. If on the Firm Occupancy Date or Closing (if this should be before occupancy occurs) the Unit is completed to the point that it can be occupied in accordance with any and all regulations respecting occupancy of new homes prescribed by the Municipality, other than the issuance of an occupancy permit, the Purchaser shall complete the occupancy thereof and closing of the Agreement, as the case may be, without holdback and shall rely on the provisions of the Agreement of Purchase and Sale with respect to any matters of non‐completion.

10. On the Firm Occupancy Date, as defined in Schedule A (the “Tarion Schedule”), the Purchaser shall in accordance with Schedule F (the “Occupancy Schedule”) go into possession of the Unit and commence paying the Monthly Occupancy Fee (as defined in the Occupancy Schedule) as well as all utility charges with respect to the Unit. The Vendor has a one‐time unilateral right (but not an obligation) to extend the Firm Occupancy Date or Delayed Occupancy Date, as the case may be, for one (1) Business Day (as such terms are defined in the Tarion Schedule) to avoid the necessity of the Vendor having to tender on the Purchaser where the Purchaser is not ready to complete this transaction on the said Firm Occupancy Date or Delayed Occupancy Date, as the case may be.

11. The completion of this transaction (“Closing”) is to take place on the later of (i) a date designated by the Vendor’s

Solicitor that is between ten (10) and seventeen (17) days after the registration of the Condominium Plan that creates the Unit (“Registration”) and (ii) the Firm Occupancy Date (the “Closing Date”). The Vendor will transfer title to the Unit to the Purchaser upon Closing.

12. This Agreement may be subject to conditions in the Vendor’s favour. Tarion Warranty Corporation (“Tarion”)

requires any conditions in favour of the Vendor to be authorized by Schedule A of the Tarion Schedule and set out in paragraph 6 on the fifth page of the Tarion Schedule. The parties acknowledge that any such conditions that are included pursuant to paragraph 1(b) of Schedule A of the Tarion Schedule are for the sole benefit of the Vendor and may only be waived by the Vendor in its discretion. This provision is included to assist the Purchaser as the locations of these terms in the Tarion Schedule are not prominent.

13. All Schedules form an integral part of this agreement, whether same are executed by the parties or not. The

following Schedules are attached to this agreement:

Schedule “A” Tarion Addendum Schedule “B” Sketches and/or Plans Schedule “C” General Provisions Schedule “D” H.S.T. Schedule Schedule “E” Terms of Alternatives Mortgage Schedule “F” Terms of Interim Occupancy Schedule “G” Rights of Termination

Schedule “H” List of Standard Items Schedule “I” Extras Schedule “J” Provisions Required by Municipality Schedule “K” Purchaser Site Visits Schedule “L” Document Registration Schedule Schedule “M” Vendor’s Closing Statements Schedule “N” Purchaser’s Closing Statements

14. If there is any inconsistency between the provisions of the Tarion Schedule and any other provision in the

Agreement or in any other document relevant to this transaction, the provisions in the Tarion Schedule shall prevail. For clarity, If any date for occupancy is expressed in the Agreement (outside of the Tarion Schedule) or in any other document relevant to this transaction to be subject to change depending upon the happening of an event, such provision is deemed to be deleted from the Agreement or such document, as the case may be, and the Agreement or such document shall be read as if such provision had never been included in same.

15. This Agreement is subject to and conditional upon compliance with Section 50 of the Planning Act, R.S.O. 1990, Chapter P.13, as amended.

16. This offer shall be irrevocable by the Purchaser until one minute before midnight on the _____ day of

______________, 20___, after which time, if not accepted, it shall become null and void and the deposit returned to the Purchaser without interest or deduction. Communication of acceptance is to be given to the Purchaser or the Purchaser’s Solicitor within a reasonable time after the date set out herein but need not be given before the date and time set out herein for this agreement to be firm and binding.



MILTON CENTRE CO‐OPERATIVE DEVELOPMENT CORPORATION Per: ___________________________________ (date) ______/______/______



JASPER CONDOS

Agreement of Purchase and Sale – Tarion Addendum

Schedule “A” Tarion Addendum

Schedule C

Additional Early Termination Conditions

Condition #3

Description of the Early Termination Condition:

This Purchase Agreement is conditional upon the Vendor receiving Approval for site plans and site plan agreements.

The Approving Authority (as that term is defined in Schedule A) is: The Regional Municipality of Halton

The Date by which Condition #3 is to be satisfied is the 30th day of November, 2015.

Condition #4


This Purchase Agreement is conditional upon the Vendor receiving Approval for the draft plan of condominium.

The Approving Authority (as that term is defined in Schedule A) is: The Regional Municipality of Halton


Condition #5


This Purchase Agreement is conditional upon the Vendor receiving confirmation that sales of condominium dwelling units have exceeded 85% by November 2015.

The Approving Authority (as that term is defined in Schedule A) is: N/A


Condition #6


This Purchase Agreement is conditional upon the Vendor receiving confirmation that financing for the project has been arranged on terms satisfactory to the Vendor by November, 2015.

The Approving Authority (as that term is defined in Schedule A) is: N/A


JASPER CONDOS

Agreement of Purchase and Sale – Sketches and/or Plans Schedule

Schedule “B” Sketches and/or Plans

JASPER CONDOS

Schedule “C” General Provisions

1. Definitions ‐

a. "Corporation" means the condominium corporation created upon registration of the Creating

Documents;

b. "Creating Documents" means the declaration and description and any amendments thereto, if any, required to be registered under the Act in order to create the Corporation and the Condominium Plan (and any phase thereof), as well as any by‐law(s) and rules of the Corporation and any mutual use, shared facility or cost sharing agreements to which the Corporation is or will be a party, whether or not any such document has been amended or varied following delivery of the Vendor’s disclosure to the Purchaser pursuant to the Act; and

c. “Development” means the Condominium Plan and/or the Corporation as appropriate in the context.

2. Representations and Warranties ‐ Other than as expressed herein, there is no representation, warranty, collateral

term or condition whatsoever affecting this Agreement or the Unit for which the Vendor can be held responsible. 3. Conditions ‐ The Purchaser acknowledges that this Agreement may be subject to conditions in the Vendor’s

favour. If there are any conditions in favour of the Vendor the same will be set out in paragraph 6 on the fifth page of the Tarion Schedule. Tarion requires any conditions in favour of the Vendor to be located in Schedule A to agreements of purchase and sale. However, this notice is set out herein to direct the Purchaser to review the same, since the location of conditions in the Tarion Schedule is not prominent.

4. Execution of Documentation ‐ The Purchaser will execute and return to the Vendor's Solicitor, within ten (10) days of the Purchaser’s or Purchaser’s Solicitor's receipt thereof, all documents that the Vendor requires in its sole discretion in order to effect the progress, approval and/or completion of the Development, failing which the Purchaser shall be in default of this Agreement.

5. Title ‐ The Purchaser shall take title to the Unit in the name of himself or herself only as set out in this Agreement,

provided that the Purchaser may direct that title also be taken, in addition to himself or herself, by his or her spouse (or common law partner) or a member of his or her immediate family only, provided such person shall execute an acknowledgement confirming his or her assumption of the obligations of a Purchaser hereunder. The Purchaser shall not be permitted to direct title to any other third party. The Purchaser agrees to submit to the Vendor or to the Vendor’s Solicitor, on the date that is the earlier of the Firm Occupancy Date and thirty (30) days prior to the Closing Date, a written direction as to how the Purchaser intends to take title to the Unit, including, the date(s) of birth and marital status and the Purchaser shall be required to close the transaction in the manner so advised unless the Vendor otherwise consents in writing, which consent may be arbitrarily withheld. If the Purchaser does not submit such confirmation within the required time as aforesaid the Vendor shall be entitled to tender a Transfer/Deed on the Closing Date engrossed in the name of the Purchaser as shown on the face of this Agreement. Further, the Purchaser agrees to accept title to the Unit subject to:

a. the Creating Documents;

b. any easements, agreements, restrictions, covenants, conditions and/or obligations affecting title to the

Unit, the Development and/or the Property, which are registered on or before Closing;

c. any unregistered easements over the Property in favour of the supplier of a utility such as for gas, electricity, water, telephone and other communications services;

d. any by‐laws, regulations and/or restrictions of any government agency or authority;

e. any agreements pursuant to the Planning Act or otherwise with any municipality or other authority which

are registered on or before Closing or are otherwise applicable to the Unit, the Development and/or the Property;

f. any reservation of mineral or other rights;

g. any Mutual Use and/or Maintenance and/or Cost Sharing Agreement including those referred to in the

Schedules hereof (if any);

h. any agreement made pursuant to Section 98 of the Act registered against title to the Unit on or before Closing (if any); and

i. any other matter affecting title to the Unit, the Development and/or the Property that is required as a

condition of condominium plan approval.

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Agreement of Purchase and Sale – General Provisions Schedule Page 2 of 7

The Vendor shall not be obligated to obtain or register on title any releases in relation to any of the forgoing or provide any proof of compliance with same.

On Closing, the Purchaser will accept the Vendor's Solicitor’s unconditional and unqualified undertaking to discharge any mortgages or security interests registered against title to the Unit, any chattels or fixtures and/or the Property provided there is compliance with the Law Society of Upper Canada guidelines relating to discharges of mortgages.

The Purchaser shall not call for the production of, and the Vendor shall not be obligated to provide, any title deeds or abstracts of title, grading or other certificates, survey, sketch or other proof or evidence of title. Further, the Purchaser agrees to accept title to the Unit and Property subject to:

The Unit is being constructed in a new development. The title to the Unit will be subject to at least one and possibly more agreements with a municipality, conservation authority, or other person or company. These agreements will remain on title after Closing and will not be released by the Vendor. The title may also be subject to building restrictions and/or a building scheme imposed by the subdivision developer and/or the Vendor which may be attached hereto as a Schedule. The Vendor will not provide proof of compliance with or obtain a release of any such agreements or restrictions but will provide a statutory declaration as to compliance from one of its officers on Closing if specifically requested by the Purchaser to do so. The Purchaser agrees to be bound by any such agreements and restrictions/building scheme and acknowledge and agree to accept title subject to such modifications to the said restrictions/building scheme as may be required by the project developer.

6. Examination of Title ‐ The Purchaser shall be allowed until 10 days prior to Closing to examine title to the Unit and

Property at the Purchaser’s own expense. If within that time the Purchaser delivers to the Vendor's Solicitor in writing any valid objections to title which the Vendor is unable or unwilling to remove and which the Purchaser is not willing to waive, this Agreement shall be null and void and any deposit(s) paid by the Purchaser pursuant to this Agreement shall be returned to the Purchaser without interest and without deduction and the Vendor shall not be liable to the Purchaser for any costs or damages. Save as to any such valid objections, the parties shall proceed to Closing and nothing shall permit the Purchaser to insist on completion of this transaction with any abatement of the Purchase Price.

7. Document Registration Schedule ‐ Closing shall be governed by the provisions of the Document Registration

Agreement attached as a Schedule to this Agreement.

8. Delivery of Documents ‐ The delivery to either party or either party’s solicitor of any document not intended for registration on title to the Unit, including this Agreement or any waiver pertaining thereto, may be effected by facsimile transmission or by other electronic system reproducing the original including without limitation as a PDF attachment to email, provided that all such documents have been duly and properly executed, and the parties understand and agree that the delivery of such document in such manner in accordance with the other provisions of this Agreement is effective as means to each other or their respective solicitors is as effective as delivery of original signed documents by one to the other. The party transmitting any such documents shall also deliver originals of same to the other party or to the other party’s solicitor forthwith if so requested.

9. Closing Funds ‐ Notwithstanding anything herein to the contrary, at the option of the Vendor’s solicitor, closing funds are to be provided by a cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office or Credit Union drawn on the Purchaser’s solicitor’s trust account or by wire transfer that qualifies as a payment pursuant to the Large Value Transfer System overseen by the Canadian Payments Association as detailed in By‐Law No. 7 of the said Association. No Bank Drafts or Money Orders will be accepted. The Purchaser’s solicitor, will, prior to Closing, if funds are directly deposited into the Vendor’s solicitor’s bank account, provide a copy of the certified cheque so deposited and the signed guarantee of funds form required by the Vendor’s solicitor to the Vendor’s solicitor.

10. Tender ‐ Tender shall be deemed to have been validly made by either party (in this paragraph called the "Tendering Party") upon the other party (in this paragraph called the "Receiving Party") when the solicitor for the Tendering Party has:

a. delivered all documents and/or funds required for Closing to the Receiving Party's solicitor in accordance

with the provisions of this Agreement;

b. advised the solicitor for the Receiving Party, in writing, that the Tendering Party is ready, willing and able to complete the transaction in accordance with the provisions of this Agreement; and

c. has completed all steps required by the Teraview Electronic Registration System in order to complete this

transaction that can be performed or undertaken by the Tendering Party's solicitor without the cooperation or participation of the Receiving Party's solicitor;

without the necessity of personally attending upon the Receiving Party or the Receiving Party's solicitor with the aforementioned documents and/or funds, and without any requirement to have an independent witness evidencing the foregoing.

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Notwithstanding sub‐clause ‘a’, in lieu of actual delivery of funds to the Receiving Party's solicitor, the Tendering Party may provide the Receiving Party’s solicitor a statutory declaration of the Tendering Party’s solicitor that states that all funds necessary to complete the transaction are in such solicitor’s trust account and are immediately available to be delivered as required to complete the transaction.

11. Purchaser’s Default (Generally) ‐ In the event of any default by the Purchaser pursuant to the provisions of this

Agreement, and in addition to all other remedies available to the Vendor, the Vendor may in its sole discretion:

a. declare this Agreement null and void; or

b. accelerate the payment of any amount payable by the Purchaser pursuant to this Agreement. The foregoing is subject to the provisions of any Tarion Schedule of this Agreement. In the event of termination of this Agreement pursuant to this paragraph, the Vendor shall be under no further obligation to the Purchaser and shall be entitled to retain all monies paid by the Purchaser pursuant to this Agreement as liquidated damages and not as a penalty.

12. Purchaser’s Default (Encumbrance) ‐ The Purchaser shall be deemed to be in default under this Agreement if any lien, execution or encumbrance arising from any act or omission whatsoever of the Purchaser is charged against or affects the Unit or the Property. The Vendor is entitled in its sole discretion to pay any such lien, execution or encumbrance, and the Purchaser shall upon demand reimburse the Vendor for all such amounts paid by the Vendor together with any additional costs incurred by the Vendor in relation thereto.

13. Costs and Interest if Agreement not Terminated ‐ In the event of any default by the Purchaser pursuant to the provisions of this Agreement in respect of which the Vendor does not elect to terminate this Agreement but Closing is delayed as result of such default, or in any event if the Purchaser requests and the Vendor agrees to an extension of Closing, then the Purchaser shall pay to the Vendor upon demand Five Hundred Dollars ($500.00) for each week or part week that Closing is so extended or delayed.

14. Substantial Completion and Closing ‐ The Unit shall be deemed to be substantially complete when, in the opinion

of the Vendor acting reasonably, the applicable requirements for occupancy have been met notwithstanding that there may remain interior and/or exterior work to be completed and notwithstanding that an occupancy permit has not been issued. No hold back of any part of the Purchase Price is permitted and Closing shall proceed despite the non‐issuance of an occupancy permit.

15. Pre‐Delivery Inspection of Unit and Tarion ‐ The Vendor shall conduct a pre‐delivery inspection of the Unit with

the Purchaser on or before the date of possession. At the inspection, the Purchaser shall indicate on the face of Tarion’s Certificate of Completion and Possession Form or the Pre Delivery Inspection Form the items to be completed. Save as to such items, the Purchaser shall be conclusively deemed to have accepted the Unit as completed in a good and workmanlike manner. For the Purchaser’s information, Tarion publishes a document entitled the Homeowner Information Package, which may be accessed by the Purchaser at www.tarion.com.

16. Registry Office Disruption or Registration Delay ‐ If Closing cannot occur on the Closing Date solely as a result of

an issue related to the Registry/Land Titles system which is outside the control of either party then the Closing Date shall be automatically extended until the first Business Day (as such term is defined in the Tarion Schedule) on which such issue is resolved. In such case, the Vendor shall have the option of making adjustments to the Purchase Price as contemplated herein either as of the Closing Date (prior to the extension discussed in this paragraph) or as of the date on which Closing occurs.

17. Purchaser’s Address and Other Information is Correct ‐ The Purchaser acknowledges that Schedule A to this

Agreement allows notice to be given to the Purchaser as set out therein. Consequently, it is important that the Purchaser’s email address(es) (if any), fax number (if any), and mailing address as set out in this Agreement is accurate. The Purchaser acknowledge that they have reviewed all the contact information for the Purchaser set out in this Agreement and verify that the said contact information for the Purchaser is correct. If there is any change in any email address, fax number, phone number or mailing address of the Purchaser, the Purchaser shall immediately give written notice of the change to the Vendor.

18. Subordination of Agreement ‐ This Agreement is subordinate and postponed to,

c. any mortgage, security and/or financing arranged by the Vendor at any time and any advances thereunder, and

d. any easement, license, site plan, municipal agreement, and/or any other agreement, affecting the Development, Property, or Unit and/or any lands or property adjacent thereto and owned by the Vendor or any related person(s) or corporation. The Purchaser waives any right to a "purchaser’s lien".

19. Timing of Registration of Condominium or Phase ‐ No representation has been made by the Vendor regarding

when the Creating Documents will be registered or when any particular phase will be registered (if applicable).

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20. Changes to the Creating Documents ‐ The Vendor may change the Creating Documents as it requires and/or as required by any relevant government agency or authority, any other regulatory body, or any mortgagee and despite any such changes this Agreement shall remain binding upon the parties subject to the provisions of the Act.

21. Changes to the Development or Unit ‐ Subject to the requirements of the Ontario New Home Warranties Plan Act

(“ONHWP”) and/or Tarion, the Vendor may, in its discretion or as required by any governmental authority or any mortgagee, change, vary or modify the plans and specifications pertaining to the Development (including architectural, structural, engineering, landscaping, grading, mechanical, service or other plans) from the plans and specifications existing at the inception of the Development or as they exist at the time the Purchaser entered into this Agreement, or as same may be represented on any scale models in the sales office, marketing materials and/or plans or otherwise. The Purchaser shall have no claim against the Vendor for any such changes, variances or modifications and shall not be entitled to notice thereof. The foregoing is subject to the proviso that the changes must attempt, to the extent reasonably possible, to maintain the overall concept of the Development as presented to the Purchaser.

Subject to the requirements of ONHWP and/or Tarion, the Vendor may substitute other materials in the construction of the Development from that provided for in the plans or specifications, provided that any such substitutions shall be of similar quality (as determined by the Vendor acting reasonably) to the original specified materials.

22. Changes to the Parking Unit Location ‐ Despite the designation herein of any one or more Parking Units for

conveyance to the Purchaser, the Vendor has the right to provide one or all of such parking units (if more than one parking unit is being acquired) in different location or locations than designated in this Agreement. It is always possible the parking layout may change and/or construction requirements may make it necessary to reallocate parking units to the Purchaser.

23. Risk of Loss ‐ Until Closing, the Unit shall be and remain at the risk of the Vendor and the Vendor will maintain suitable insurance policies in relation to the Unit. In the event that the Unit is substantially damaged or destroyed prior to Closing, the Vendor, in its sole discretion, may elect to terminate this Agreement and, upon returning to the Purchaser all amounts paid by the Purchaser pursuant to this Agreement to date, the Vendor's liability to the Purchaser shall be at an end.

24. Completion ‐ The Purchaser shall not interfere with the completion by the Vendor of the Unit or any portion of the

Development. Until all of the units of the Development are sold, the Vendor may make such use of the unsold portions of the Development as the Vendor in its absolute discretion deems appropriate to facilitate completion and sales.

25. Waiver ‐ Waiver of any provision of this Agreement by either party must be in writing and the waiver of any such

provision shall not affect the right of either party to enforce any non‐waived provision. 26. Vendor’s Right of Entry ‐ The Vendor has the right to enter onto all parts of the Property, including the Unit, after

the Firm Occupancy Date or Closing to complete any work required to complete any portion of the Development, including the Unit.

27. Non‐assignability of Agreement ‐ The Purchaser covenants and agrees not to lease, license, assign, sell, mortgage,

charge, hypothecate, transfer, or otherwise dispose or convey any right, title or interest the Purchaser may have in or to the Unit, Extras, Property, Development and/or this Agreement (the “No Assignment Covenant”), until after Closing without the prior written consent of the Vendor pursuant to this paragraph 27 of Schedule C and the prior written consent of Alternatives pursuant to this paragraph 27 of Schedule C and then only subject to compliance by any such Purchaser, transferee or assignee of the Purchaser with all of the terms of this agreement and the registered transfer/deed. The Purchaser hereby agrees not to do any one or combination of the foregoing actions that might constitute a breach of the No Assignment Covenant. The Vendor shall not be required to give its consent referred to in this paragraph 27 of Schedule C unless, prior to such consent being given, the person or persons to whom the Purchaser proposes to sell or lease or in any way assign his or her interest under this agreement or in the Unit or to whom the Purchaser proposes to part with personal and actual possession of the Unit has been accepted (in the Vendor’s sole and unfettered discretion) for membership in the Vendor, has complied with the requirements of such membership, has executed and delivered to the Vendor an assumption agreement in which the person (or persons) agrees to be bound by all the obligations of the Purchaser under this agreement and the Purchaser has executed and delivered to the Vendor a release in favour of the Escrow Agent, the Tarion Warranty Corporation, any surety that has issued an insurance policy and bond with respect to the Purchaser’s deposits and the Vendor.

Alternatives may provide its consent, provided that:

a. Alternatives may, at its sole expense, obtain a new Appraised Value of the Unit as of a date which is within one month of the proposed assignment; and

b. if Alternatives elects to obtain an appraisal and that appraisal indicates a material increase in market value from the date of this Agreement, then this Agreement shall be deemed to be amended so that an amount equal to such increase in market value, as determined by the appraisal, is added to the Purchase

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Price and to the principal amount of the Alternatives Mortgage, and the Purchaser shall as a condition for Alternatives giving its consent to the assignment, execute and deliver to the Vendor such documents and agreements as are necessary and desirable to give effect to the deemed amendment.

28. Death of Purchaser ‐ In the event of the death of the Purchaser, or one of the individuals comprising the

Purchaser, the estate of the deceased shall remain subject to this Agreement. Notwithstanding the foregoing, the Vendor in its sole discretion may terminate this Agreement by returning all amounts paid by the Purchaser pursuant to this Agreement to date to the Purchaser’s Solicitor without interest or deduction within thirty (30) days of being notified in writing of such death.

29. Insolvency of Purchaser ‐ In the event of the insolvency or bankruptcy of the Purchaser, or one of the individuals comprising the Purchaser, the Vendor in its sole discretion may terminate this Agreement by written notice to the Purchaser or the Purchaser's Solicitor and upon such notice being given the deposits and all amounts paid by the Purchaser pursuant to this Agreement to date shall be forfeit to the Vendor and this Agreement shall be at an end.

30. Non‐Registration of Agreement ‐ The Purchaser agrees not to register or deposit this Agreement, any notice of this Agreement, any caution, or other instrument or document against title to the Development, Property or Unit prior to Closing. Any breach of this provision by the Purchaser constitutes a default and the Purchaser will be liable for any damages caused to the Vendor on account thereof and shall forthwith upon demand take all steps necessary to cure such default.

31. Vendor’s Set‐off ‐ In the event of any early termination of this Agreement in respect of which the Purchaser is

entitled to a return of any amounts that were paid by the Purchaser pursuant to this Agreement, the Vendor shall be entitled to set off against and deduct from such amounts any costs incurred by the Vendor in relation to any Extras or other items or changes ordered by the Purchaser.

32. Cheque ‐ If any cheque delivered by the Purchaser does not clear the financial institution upon which it is drawn, the Purchaser will pay a charge of One Hundred Dollars ($100.00) for each such cheque, which charge is due immediately upon request by the Vendor. Payment of such charge does not relieve the Purchaser from liability for default and acceptance of same by the Vendor is not a waiver of default. Any amount payable to the Vendor pursuant to this provision that is unpaid prior to Closing shall be an adjustment on Closing.

33. Rental Items ‐ The Purchaser shall, on the earlier of the Firm Occupancy Date and Closing, assume the rental of any appliance or fixture included with the Unit and will save the Vendor harmless with respect to same.

34. Warranty ‐ The Development, Property and Unit have the benefit of the limited warranties established pursuant

to ONWHP. Other than as expressly provided herein, no further condition, warranty, representation or guarantee is given or implied by the Vendor. The Vendor gives no warranty or guarantee with respect to any appliances conveyed by it to the Purchaser. The Vendor hereby assigns and transfers to the Purchaser all assignable manufacturers’ warranties, if any, with respect to any Unit fixtures and/or Extras and no further proof of this assignment shall be required or given on Closing. In addition, and in consideration of one dollar now paid by the Vendor to the Purchaser (the receipt of which is acknowledged) and despite anything set out herein to the contrary, the Purchaser acknowledges, covenants and agrees that any claim they may now or in the future have against the Vendor or the initial directors of the condominium corporation of which the Purchaser will become members on the completion of this transaction that is in any way directly or indirectly related to the Unit and/or the Property and/or the common elements of the condominium of which the Unit will be a part and/or the manner in which the condominium corporation’s business and affairs were carried on and/or generally in any way directly or indirectly related to the said condominium corporation or condominium plan is restricted to an action on this contract and no liability in negligence for any of the foregoing matters may be pursued or lies against the Vendor or any or all of the said directors. In addition, in the event of the resale of the Unit by the Purchaser they covenant and agree to obtain a covenant and acknowledgement, reciting consideration paid by the Vendor and the said directors to the same effect, with respect to this Vendor and the said directors which covenant shall further obligate all subsequent Purchaser of the Unit to obtain a like covenant relieving the Vendor and the said directors from liability in negligence as aforesaid.

35. Social Insurance Number ‐ Upon request, the Purchaser shall provide the Vendor with the Purchaser’s social

insurance number(s), or if the Purchaser is a corporation with its corporate tax number(s), to allow the Vendor to issue T‐5 slips on account of interest earned on deposits paid by the Purchaser pursuant to this Agreement.

36. Personal Information/Privacy Clause ‐ For the purposes of this section, “Personal Information” shall mean any

information, recorded in any form, about the Purchaser, or from which the identity of the Purchaser may be inferred or determined, other than publicly available information.

The Vendor uses only fair and lawful methods to collect Personal Information. The Vendor does not sell, trade, barter, exchange or disclose for consideration any Personal Information in its possession, or that it may obtain in the course of its business activities, to any companies, organizations or individuals. The Vendor collects, uses, and discloses Personal Information in order to do the following:

a. Provide homes and associated services to purchasers and tenants;

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b. communicate with purchasers, potential purchasers, tenants, potential tenants, and/or lease applicants about the Vendor’s homes, leasing opportunities, existing and upcoming developments, and promotional offers;

c. manage the Vendor’s relationships with purchasers, potential purchasers, tenants, potential tenants,

lease applicants, suppliers, contractors and/or agents;

d. meet legal and/or regulatory requirements; and

e. fulfill other purposes that are consistent with or related to the above purposes.

The Purchaser agrees and consents that the Vendor may collect, use and disclose Personal Information for the foregoing purposes. The Vendor retains Personal Information only for as long as is necessary to fulfill these purposes. Questions about the Vendor’s privacy practices may be directed to the Vendor.

37. Street Fixtures ‐ Certain services, utility suppliers, and/or Canada Post may or will be placing or have placed some

of their equipment on or near any unit within this Development, including the Unit (“Street Fixtures”). The Purchaser accepts that Street Fixtures may be located on, in front of, to the side of, behind, or otherwise appurtenant to the Unit and agrees to accept same without complaint. It is possible that the location of Street Fixtures may not be accurately shown or shown at all on any or all plans of the Development.

38. Square Footage ‐ The net square footage of the Unit is calculated in accordance with Tarion’s Builder Bulletin 22,

“Floor Area Calculations”, giving consideration to the type of home to be constructed. The net square footage of the Unit, as may be represented by the Vendor or any sales agent, is approximate only and that the Purchase Price shall not be subject to any adjustment and no claim for compensation shall be made in respect of any variance or discrepancy regarding square footage (either gross or net) of the Unit and/or the actual or useable living space of the Unit, provided that the Vendor has complied with Builder Bulletin 22.

39. Noise and other Warning Clauses‐ The Purchaser shall accept title subject to any noise and/or other warning clause(s) to which the Unit or Property is subject to as of the date of this Agreement or becomes subject to prior to Closing. Any noise and/or other warning clauses to which the Unit or Property becomes subject prior to Closing is incorporated into this Agreement upon notice thereof being sent to the Purchaser or Purchaser’s Solicitor by the Vendor or Vendor’s Solicitor in accordance with the terms of this Agreement.

40. Notice ‐ Any notice given pursuant to this Agreement shall be deemed to have been given by one party to the other if personally delivered, sent by electronic or digital means such as facsimile or email transmission, or mailed by prepaid registered mail to the party or the party’s solicitor at the applicable address indicated in this Agreement. Notice given by prepaid registered mail shall be deemed to have been given on the third business day following the date stamp of such notice. Notice by all other means shall be deemed to have been given on the date initiated.

41. Facsimile Transmission/PDF ‐ The Purchaser and the Vendor agree that presentation, acceptance, delivery, amendment and/or waiver of this Agreement and any other documents arising on account of this Agreement or the transaction contemplated by it, may be communicated by an electronic facsimile communication device commonly known as a "fax machine" or as a “PDF” attachment to an email and understand and agree that the delivery of a signed document by such means to each other or their respective solicitors is as effective as delivery of original signed documents by one to the other.

42. Time ‐ Time is of the essence in all respects. Any waiver, extension, abridgment or other modification of any time provisions shall not be effective unless made in writing and signed by the parties hereto or by their respective solicitors.

43. Captions ‐ The captions herein are inserted only as a matter of convenience and for reference and in no way

define, limit or describe the scope of this Agreement or the intent of any provisions thereof.

44. Severability ‐ If any clause or section of this Agreement shall be determined by a court of competent jurisdiction to be illegal or unenforceable, then such clause or section shall be considered separate and severable from this Agreement, and the remaining provisions thereof shall remain in full force and effect, and shall be binding upon the parties hereto, their successors and assigns as though the said illegal or unenforceable clause or section had never been included.

45. Construction Zone ‐ The Purchaser acknowledges having been advised prior to the completion of this Agreement

that there will be ongoing construction activities occurring at Jasper Condos and there is a potential for residents to be inconvenienced by construction activities such as noise, dust, dirt, debris, drainage and construction traffic.

46. Joint and Several Liability ‐ If there is more than one person comprising the Purchaser, then the obligations of the Purchaser hereunder shall be joint and several amongst them.

47. Successors and Assigns ‐ Except as expressly provided in this Agreement, the covenants, terms, provisions and conditions herein shall extend to and be binding upon and enure to the benefit of the parties, and their respective heirs, executors, administrators, successors and assigns and shall not merge upon Closing.

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48. Number ‐ The use of the plural in this Agreement shall be deemed to include the singular wherever the context so

requires and vice versa. SIGNED, SEALED, AND DELIVERED in the presence of ___________________________________ ___________________________________ (date) ______/______/______ (Witness) (Purchaser) day month year


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Schedule “D” H.S.T. Schedule

Preamble The Purchase Price includes all H.S.T. payable by the Purchaser at Closing provided the Purchaser qualifies for and validly assigns all Rebates (as defined herein) to the Vendor in accordance with the provisions of this Schedule. Part One ‐ Definitions

1. In this Schedule:

a. “Net Purchase Price” means the Purchase Price exclusive of any H.S.T. component thereof that is payable by the Vendor on account of the provisions of this Schedule and shall be the purchase price shown on the transfer/deed;

b. “Federal Portion of the H.S.T.” is an amount equal to 5% of the Net Purchase Price;

c. “Federal Rebate” means any rebate offered or made available by the federal government of any portion

of the Federal Portion of the H.S.T., whether or not the Purchaser qualifies for the said rebate;

d. “Vendor’s Contribution to Federal Portion of the H.S.T.” is an amount equal to 3.2% of the Net Purchase Price;

e. “Purchaser’s Contribution to Federal Portion of the H.S.T.” is an amount equal to 1.8% of the Net

Purchase Price;

f. “Provincial Portion of the H.S.T.” is an amount equal to 8% of the Net Purchase Price; g. “Provincial Rebate” means any rebate offered or made available by the applicable government(s) of any

portion of the Provincial Portion of the H.S.T., whether or not the Purchaser qualifies for the said rebate;

h. “Vendor’s Contribution to Provincial Portion of the H.S.T.” is an amount equal to 2% of the first $400,000 of the Net Purchase Price, plus 8% of the amount by which the Net Purchase Price exceeds $400,000;

i. “Purchaser’s Contribution to Provincial Portion of the H.S.T.” is an amount equal to the difference

between the Provincial Portion of the H.S.T. and the Vendor’s Contribution to Provincial Portion of the H.S.T.; and

j. “Rebates” means the Federal Rebate and the Provincial Rebate, collectively.

Part Two ‐ Provisions relating to Federal Portion of the H.S.T.

2. The Purchase Price set out on the face of this Agreement includes the Vendor’s Contribution to Federal Portion of the H.S.T.

3. The Purchaser is responsible to pay to the Vendor, on Closing, the Purchaser’s Contribution to the Federal Portion

of the H.S.T.

4. Any Federal Rebate to which the Purchaser is entitled and which is validly assigned to the Vendor will be credited against the Purchaser’s Contribution to the Federal Portion of the H.S.T. on Closing.

Part Three ‐ Provisions relating to Provincial Portion of the H.S.T.

5. The Purchase Price set out on the face of this Agreement includes the Vendor’s Contribution to Provincial Portion of the H.S.T.

6. The Purchaser is responsible to pay to the Vendor, on Closing, the Purchaser’s Contribution to the Provincial

Portion of the H.S.T.

7. Any Provincial Rebate to which the Purchaser is entitled and which is validly assigned to the Vendor will be credited against the Purchaser’s Contribution to the Provincial Portion of the H.S.T. on Closing.

Part Four – Provisions relating to both Federal and Provincial Portions of the H.S.T.

8. The Vendor shall be responsible for remitting the Federal Portion of the H.S.T. and the Provincial Portion of the H.S.T. to Canada Revenue Agency (“CRA”), net of all Rebates for which the Purchaser qualifies and that the Purchaser has validly assigned to the Vendor.

9. The Purchaser hereby irrevocably assigns and transfers to and in favour of the Vendor all of the Purchaser’s rights,

interests, and entitlements to all Rebates for which the Purchaser qualifies. The Purchaser further hereby

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Agreement of Purchase and Sale – HST Schedule Page 2 of 2

irrevocably authorizes CRA and any other applicable governmental authorities to pay or credit the Rebates directly to the Vendor. The Purchaser shall not claim any Rebates (or any portion thereof) for the Purchaser’s own benefit or account.

10. If the Purchaser fails to qualify for any Rebates or fails or is unable to validly assign the same to the Vendor, the

Purchaser shall pay to the Vendor, on or before Closing, in addition to the Purchase Price (and in addition to any other amounts payable under the terms of this Agreement), an amount equivalent to the Rebates that the Purchaser has failed to qualify for or validly assign. Any failure to pay same to the Vendor on or before Closing shall be deemed and construed to constitute a fundamental breach of contract. As a result thereof, the Vendor shall be entitled to refuse to complete this transaction and to exercise all of the rights and/or remedies available to the Vendor under this Agreement and at law or in equity, including without limitation the right to refuse to release keys to the Unit and to treat all deposits paid by the Purchaser as forfeited to the Vendor as its liquidated damages and not as a penalty, without prejudice to any other rights and/or remedies available to the Vendor.

11. The Purchaser shall take all steps and shall execute all documents, as and when requested by the Vendor or the

Vendor’s Solicitor, to qualify for the Rebates and/or to provide evidence of the Purchaser’s entitlement thereto. Without limiting the generality of the foregoing, the Purchaser shall execute and deliver as requested, whether such request is communicated before or after Closing:

a. government forms relating to H.S.T. on account of this transaction; b. the Vendor's assignment form(s); and

c. a statutory declaration confirming the Purchaser’s eligibility for all Rebates for which the Purchaser

purports to qualify.

12. If Closing occurs on the basis that the Purchaser is entitled to any Rebates and it is later determined that the Purchaser is not entitled to the same or some portion thereof, the Purchaser will immediately pay to the Vendor any such amount that was credited to the Purchaser on Closing plus any additional costs, penalties, interest charges, and/or other liabilities incurred by the Vendor on account of such non‐entitlement.

13. If any changes occur to the Federal Portion of the H.S.T., the Provincial Portion of the H.S.T. and/or the Rebates

between the date this Agreement is executed and Closing, the following will apply:

a. if the net result is that the H.S.T. required to be remitted by the Vendor on account of this transaction is less than contemplated herein, the difference shall be credited to the Purchaser on the Closing statement of adjustments or paid to the Purchaser by the Vendor when ascertained and known by the Vendor (whichever is later); or

b. if the net result is that the H.S.T. required to be remitted by the Vendor on account of this transaction is

greater than contemplated herein, the difference shall be credited to the Vendor on the Closing statement of adjustments or paid to the Vendor by the Purchaser upon request by the Vendor (whichever is later).

14. The provisions of this Schedule survive closing of this transaction and do not merge on Closing.



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Schedule “E” Terms of Alternatives Mortgage

SCHEDULE TO CHARGE/MORTGAGE OF LAND

A. DEFINITIONS

“Act” means the Condominium Act, 1998, S.O. c.19, and regulations made under the Act, as they may be amended from time to time.

“Business Day” means a day other than a public holiday, a Saturday or a Sunday, and where a time limit under the Mortgage expires on a day that is not a Business Day, that time limit shall be deemed to extend until the next day that is a Business Day.

“Co‐operative” means Milton Centre Co‐operative Development Corporation.

“Condominium Corporation” means Halton Standard Condominium Corporation No. ______.

“Date of Discharge” means the date on which the Mortgagee has exercised its option to require payment of the monies payable under this Mortgage or the date on which the Mortgagor has paid such amounts, whichever first occurs.

“First Mortgage” means all mortgages registered in priority to this Mortgage on title to the Property, as may be amended, replaced or extended from time to time.

“Increase” means the increase, if any, in the value of the Property, calculated as the difference between the Selling Price of the Property and the Original Purchase Price.

“Mortgage” means the applicable mortgage, as amended from time to time, in which this Schedule is attached by reference.

“Mortgagee” means Home Ownership Alternatives Non‐Profit Corporation (Greater Toronto Area) and its Successors and assigns.

“Mortgagor” means the person or persons so identified in the Mortgage and his, her or their Successors and assigns, as the case may be.

“Net Purchase Price” means the Original Purchase Price less the cost of upgrades purchased from the Mortgagor’s vendor at the time of purchase of the Property.

“Original Purchase Price” means the purchase price paid by the Mortgagor for the Property, including the cost of upgrades purchased from the Mortgagor’s vendor at the time of purchase of the Property.

“Principal Amount” means the principal amount of money set out in this Mortgage that is outstanding and owing from time to time under this Mortgage

“Property” means the unit or units and the appurtenant common elements, as described in the Mortgage.

“Selling Price” means, as applicable,

a. the selling price set out in the offer from the third party referred to in paragraph 10; or,

b. where no such offer exists, the approved selling price set out in paragraph 15 of this Schedule;

less an allowance of 4% for real estate broker’s commission.

“Successor” means an heir, executor, administrator or successor, as applicable.

B. GENERAL PROVISIONS

1. The Mortgagor agrees that the common elements pertaining to the Property and any other interest the Mortgagor may have in the assets of the Corporation form part of the Property and are subject to this Mortgage.

2. The Mortgagor agrees to comply with the Act and the Declaration, By‐laws and Rules of the Corporation.

3. The Mortgagor will pay, when due, all amounts payable pursuant to the Declaration and the Corporation's By‐laws, including common expenses and special assessments; realty taxes and utilities referable to the Property. If requested, the Mortgagor will provide the Mortgagee with evidence that all such amounts have been paid. If the Mortgagor fails to make any such payments, the Mortgagee may (but does not have to) pay such amount or amounts, and such amounts shall be added to the Principal Amount.

4. In addition to the insurance that the Act requires the Corporation to obtain, the Mortgagor must keep all improvements which the Mortgagor or previous owners have made to the Property (and if the Corporation fails to obtain the required insurance, the Property itself) insured with an insurance company and for the amounts

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Agreement of Purchase and Sale – Alternatives Mortgages Provisions Page 2 of 4

acceptable to the Mortgagee against loss or damage caused by fire, against other risks usually covered by fire insurance policies, and against those risks requested by the Mortgagee. If the Mortgagor does not obtain and maintain insurance coverage, as set out above, the Mortgagee may (but does not have to) obtain such insurance coverage and pay the premiums, and such premium amounts shall be added to the Principal Amount. The Mortgagor transfers to the Mortgagee the Mortgagor’s right to receive the proceeds of any such insurance, and the Mortgagee may apply them against the amount required to discharge this Mortgage whether or not that amount is then due. Every policy of insurance relating to the Property must include a standard mortgage clause stating that the loss is payable to the Mortgagee. This paragraph replaces the paragraph dealing with the Mortgagor’s obligation to insure set out in standard charge terms referred to in the Mortgage.

5. This Mortgage is void on payment to the Mortgagee of the Principal Amount, plus interest and any other amounts paid on behalf of the Mortgagor and added to the Principal Amount, as set out in this Mortgage.

6. The discharge of this Mortgage shall be prepared by the Mortgagee and all legal and other expenses for the preparation, execution and registration of such discharge shall be borne by the Mortgagor.

7. Any notice required to be given to the Mortgagor or to the Mortgagee may be made by giving it at the respective address for each stated on the Mortgage, and shall be deemed to have been given on the day of personal delivery or facsimile transmission or the fourth next business day after the date of mailing.

8. The Mortgagor shall, on an annual basis as requested by the Mortgagee, provide the Mortgagee with the Mortgagor’s written confirmation of the continue occupancy of the Property by the Mortgagor and/or a spouse, child or parent of the Mortgagor as their primary residence, in such form required by the Mortgagee from time to time.

9. No modification, variation or amendment of the Mortgage or these additional Mortgage terms, or any explanation of any provision of the Mortgage or these additional Mortgage terms, shall be effective and binding unless in writing and signed by the Mortgagee.

C. SALE OF PROPERTY

10. The Mortgagor agrees that if the Mortgagor wants to sell all or part of the Property, the Mortgagor will, before accepting an offer from a third party, give the Mortgagee 15 days’ notice in writing of the Mortgagor’s desire to sell and the terms and conditions offered by the third party. The Mortgagee will have 15 days (4 business days if the Mortgagor’s first mortgage is CMHC–insured) following receipt of that notice to give the Mortgagor written notice of its desire to purchase the Property, and to purchase the Property on the same terms offered by the third party. If the Mortgagee does not give such notice within the applicable period, the Mortgagor may sell the Property to the third party on the same terms and conditions.

In the event of the exercise of this pre‐emptive right by the Mortgagee, the Mortgagor shall have no further rights whatsoever to prepay all or any part of the Principal Amount, interest or nay other amounts secured by the Mortgage.

Alternatively, the Mortgagor may obtain pre‐clearance of terms and conditions of sale from the Mortgagee. The Property may be sold to a third party on those pre‐cleared terms and conditions, or terms more favourable to the Mortgagor, within a time period stipulated by the Mortgagee, and the Mortgagee will waive its right of first refusal, as set out above.

D. WHEN MONEY IS PAYABLE

11. If the Mortgagor

(a) sells, transfers, disposes of, leases contrary to these provisions or otherwise deals with all or part of the Property (or agrees to do so),

(b) allows the Property to remain unoccupied for at least a 90‐day period;

(c) fails to pay, when due, nay amounts payable pursuant to the declaration and by‐laws of the Condominium

Corporation, including common expenses and special assessments; realty taxes; or utilities referable to the Unit;

(d) becomes bankrupt or insolvent;

(e) allows a writ of execution against the Mortgagor to become binding against the Property;

(f) is otherwise in breach of any of the Mortgagor’s covenants and obligations under this Mortgage; or (g) dies, then, at the option of the Mortgagee, all amounts outstanding under this Mortgage shall become immediately due and payable.

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E. RESTRICTIONS ON RENTING THE PROPERTY

12. This Mortgage is intended to assist purchasers to own the Property for their own residence. Accordingly, the Mortgagor may only rent the Property, without being required to pay all amounts payable under this Mortgage pursuant to paragraph 11, for a maximum of 2 years from the date of the completion of the Mortgagor’s purchase of the Property, provided that the Mortgagor shall be required before each rental or agreement to the rental of the Property, to make payment to the Mortgagee of at least $2,000.00 on account of all amounts then owing under the Mortgage, except that if there is less than $2,000.00 then owing under the Mortgage, then the Mortgagor shall pay all amounts owing under the Mortgage.

F. MORTGAGEE’S REMEDIES

13. The Mortgagee may:

(a) pay or satisfy any existing or future Mortgage, lien or other encumbrance against the Property,

(b) pay the fees and expenses of any receiver or of any lawyers (on a substantial indemnity basis), real estate broker, realtor or agency appointed or retained by the Mortgagee in connection with collecting the amount secured by the Mortgage, or

(c) take any other proceedings or exercise any of its other rights under this Mortgage,

and all costs, fees or expenses that the Mortgagee incurs in taking any one or more of these steps shall be added to the Principal Amount.

G. PAYMENT AND PRE‐PAYMENT

14. No payment on account of the Principal Amount or the Principal Amount and interest, or interest alone shall be required from the Mortgagor except as set out in this Mortgage.

15. The Mortgagor shall have the option, at any time, to pay part or all amounts payable under this Mortgage without notice or bonus on the condition that, where the payment is only part of what is then outstanding, the Mortgagee is not required to accept a payment of less than $1,000.00. Where no agreement of purchase and sale exists with respect to the Property, and the Mortgagor has exercised this option, the Selling Price for the purpose of calculating the Increase shall be that amount determined by the Mortgagee, acting reasonably, as the fair market value of the Property.

16. If the Mortgagor chooses to voluntarily pre‐pay the Principal Amount, then, notwithstanding any other provisions of the Mortgage, there shall be no reduction in the Principal Amount payable regardless of the Selling Price of the Property at the time of such voluntary pre‐payment.

17. Any amount that the Mortgagor pays from time to time to the Mortgagee on account of the outstanding balance under this Mortgage shall be apportioned, at the Mortgagee’s discretion, between the interest accrued to the date of payment and Principal Amount.

H. FIRST MORTGAGE RENEWAL / REPLACEMENT

18. The Mortgagor shall have the privilege of renewing or replacing the First Mortgage upon its maturity, at the then current rate of interest, in continuing priority over this Mortgage, provided that the principal amount secured by such renewal or replacement shall not be greater than the original principal amount of the First Mortgage. The Mortgagor may not renew or replace the First Mortgage in continuing priority to this Mortgage if the principal amount secured by such renewal or replacement mortgage is greater than the original principal amount of the First Mortgage without the prior written consent of the Mortgagee and subject to any terms and conditions for such consent as the Mortgagee may impose. The Mortgagee and the Mortgagor shall execute all documents that may be necessary or desirable for such purposes, and the Mortgagor shall pay all reasonable related costs of the Mortgagee.

19. If the Mortgagor increases the principal amount or amounts under the First Mortgage without obtaining the prior written consent of the Mortgagee, then, at the option of the Mortgagee, all amounts under this Mortgage shall become immediately due and payable.

I. INTEREST

20. The interest payable on the Principal Amount shall equal to that proportion of the Increase, if any, that the Principal Amount is of the Original Purchase Price, from the date of acquisition of the Property by the Mortgagor to the Date of Discharge.

By way of example:

• If the Original Purchase Price is $115,000, the Principal Amount is $15,000 and the Selling Price is $150,000.00, the interest payable on this Mortgage is:

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($150,000 ‐115,000) x $15,000 = $4,565 $115,000

The amount required to discharge this Mortgage under this sub‐paragraph 21 is therefore a total of the principal amount ($15,000) plus the interest ($4,565), or, $19,565.00. Interest under this paragraph 21is simple interest and is not compounded.

If the Selling Price is less than the Original Purchase Price but greater than the Net Purchase Price, no interest shall be payable. If the Selling Price is less than the Net Purchase Price:

i. no interest shall be payable; and

ii. the principal amount of this Mortgage shall be reduced by the difference between the Net Purchase Price and the Selling Price.

21. Notwithstanding paragraph 20, in no case shall the total amount of interest payable under this Mortgage exceed the total amount of interest that would have been payable from the date of the Mortgage had interest been calculated at 8 per cent per year, calculated and compounded annually, not in advance.

J. DEFAULT ON CMHC‐INSURED MORTGAGE

22. Where a First Mortgage is CMHC‐insured, that mortgagee may give notice to the Mortgagee of default under that mortgage, and if the Mortgagee does not within 30 days of receipt of such notice, remedy that default, that mortgagee shall be entitled to obtain a discharge of the Mortgage without payment, on request. Upon the discharge of the Mortgage pursuant to such request, the Mortgagor will have no further liability for indebtedness under the Mortgage.

K. DISCLAIMER

23. The willingness of Canada Mortgage and Housing Corporation (“CMHC”) to insure the financing of any unit is not to be construed or represented to borrowers, or others, as an endorsement of the condominium project or the terms and conditions of the purchase and sale agreement with respect to the purchase of a unit in the condominium project. CMHC is not responsible for the construction of the condominium project, its financial strength, or the reasonableness of the purchase and sale agreement and its schedules.

L. ACKNOWLEDGMENT: LAND REGISTRATION REFORM ACT (ONTARIO)

It is hereby understood and agreed that wherever the words “Mortgagor”, “Mortgagee”, and “Mortgage” appear throughout this Schedule, these words shall be considered to mean, respectively, “Chargor”, “Chargee”, and “Charge”, as such latter terms are defined in the Land Registration Reform Act (Ontario), as amended. When any derivative of the word “Mortgage” is used throughout this Schedule, then such derivative word shall be considered to mean the applicable derivative of the word “Charge”, as such latter term is defined in the Land Registration Reform Act (Ontario), as amended.



JASPER CONDOS

Schedule “F” Terms of Interim Occupancy

1. The Purchaser shall take possession of the Unit on the Firm Occupancy Date if, in the opinion of the Vendor, the

Unit is completed to the point that it can be occupied in accordance with any and all regulations respecting occupancy of new homes prescribed by the relevant municipality (the “Municipality”) and Registration has not occurred by the Firm Occupancy Date.

2. The Purchaser shall not require an occupancy permit and/or final inspection report prior to taking possession of

the Unit. The Vendor will use its best efforts to obtain from the Municipality and deliver to the Purchaser an occupancy permit and final inspection report, if available.

3. The monthly occupancy fee will be the total of (i) interest calculated on a monthly basis on the unpaid balance of

the Purchase Price at the prescribed rate1, plus (ii) the projected monthly common expense contribution for the Unit (the “Monthly Occupancy Fee”).

4. The portion of the Monthly Occupancy Fee that is payable on account of municipal taxes is nil. Therefore,

pursuant to the provisions of Section 80(9) of the Condominium Act, 1998 (the “Act”), the Purchaser is responsible for all taxes from the Firm Occupancy Date until Closing. The Vendor is only responsible for taxes until the Firm Occupancy Date and there will be no readjustment in favour of the Purchaser on account of any taxes assessed against the Unit for the period after the Firm Occupancy Date.

5. The Purchaser is responsible for the Monthly Occupancy Fee from and including the Firm Occupancy Date until Closing whether or not the Purchaser actually takes physical possession of the Unit. If the Firm Occupancy Date occurs on other than the first day of a month, the Monthly Occupancy Fee for such month will be pro‐rated on a per diem basis and is to be paid in advance on the Firm Occupancy Date. Following the Firm Occupancy Date, the Monthly Occupancy Fee is to be paid in advance on the first day of each month.

6. On the Firm Occupancy Date the Purchasers will deliver to the Vendor a series of three (3) post‐dated cheques to

cover the Monthly Occupancy Fee for the three (3) months next following the Firm Occupancy Date dated on the first date of each such months and, subsequently, such further post‐dated cheques to cover the Monthly Occupancy Fee as may be requested by the Vendor. All unused post‐dated cheques will be returned to the Purchasers on the Closing Date or within a reasonable time thereafter.

7. No portion of the Monthly Occupancy Fee shall be credited against the Purchase Price.

8. In addition to the Monthly Occupancy Fee, the Purchaser will, from the Firm Occupancy Date, be responsible to

pay for electricity, water and gas used in the Unit and to pay all telephone expenses, other utility charges, cable television charges, if any, and other charges and expenses capable of being billed directly to the Purchaser by the supplier of such service or measured by flow meter, unless same are included as a proposed common expense. If any amount for which the Purchaser is responsible under this provision has been paid by the Vendor, such amount, if unpaid prior to Closing, shall be an adjustment on Closing.

9. If this Agreement is terminated, the provisions of the Residential Tenancies Act, 2006 as amended, apply with

respect to the termination of the Purchaser’s right of occupancy and the Purchaser will forthwith vacate the Property and pay to the Vendor the total cost, as estimated by the Vendor, of repairing any damage to any part the Property (including, for clarity only and without limiting the generality of the foregoing, the Unit) caused by the Purchaser or anyone for whom the Purchaser is responsible, and the cost of removing any installations or decorations (including Extras) made by or on behalf of the Purchaser as required by the Vendor.

10. The Purchaser will maintain the Unit in a clean, first‐class state of repair and condition and will not make any

alterations, improvements or additions to the Unit or Property (individually, a “change”, collectively, “changes”) without obtaining the prior written approval of the Vendor which approval may be withheld. In any event, changes will not be permitted unless the Purchaser has submitted to the Vendor, prior to any change being made, such detailed plans, drawings, documents or permits that the Vendor deems necessary or appropriate. If the Vendor is required to make any amendment to its as‐built plans required for Registration on account of any change, the costs of such amendments will be borne by the Purchaser which, if unpaid prior to Closing, shall be an adjustment on Closing.

11. The Purchaser will be responsible for all damage to any portion of the Property caused by the Purchaser or anyone

for whom the Purchaser is responsible, and will indemnify and save the Vendor harmless from and against all costs, losses, damages, expenses and liabilities suffered or incurred by the Vendor in relation thereto. Any amount known to be payable to the Vendor pursuant to this provision prior to Closing that is unpaid prior to Closing, shall be an adjustment on Closing. Payment of any such amount shall not release the Purchaser from any further or other liability.

12. Prior to Closing, the Unit shall only be used and occupied as a single family residential dwelling. Until Closing only

the Purchaser is permitted to use or occupy the Unit and no person other than a spouse, child, or parent of the

1 The prescribed rate as stated in the regulations to the Act, is the rate of interest that the Bank of Canada has most recently reported as the chartered bank administered interest rate for a conventional one year mortgage as of the first of the month in which the purchaser assumes interim occupancy of a proposed unit or is required to do so under the agreement of purchase and sale.

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Agreement of Purchase and Sale – Interim Occupancy Provisions Page 2 of 2

Purchaser may occupy or use of the Unit with the Purchaser prior to Closing without the prior written consent of the Vendor, which consent may be withheld and the Purchaser must enter into the indemnity agreement with the Vendor, in the form provided by the Vendor.

13. The Purchaser will comply with the Act, any agreements registered on title to the Property, the proposed Creating

Documents (as defined in Schedule C), and any other agreements or proposed agreements included with the disclosure statement provided by the Vendor, and will take all reasonable steps to ensure that all occupants and invitees of the Unit comply with same.

14. If any cheque delivered by the Purchaser should not clear the financial institution upon which it is drawn the

Purchaser will pay an additional charge of One Hundred Dollars ($100.00) for each cheque that does not so clear, which One Hundred Dollars ($100.00) is due immediately upon request by the Vendor. Payment of the One Hundred Dollar ($100.00) charge does not in itself relieve the Purchaser from liability for default and acceptance of same by the Vendor is not a waiver of default. Any amount payable to the Vendor pursuant to this provision that is unpaid prior to Closing, shall be an adjustment on Closing.



JASPER CONDOS

Schedule “G” Rights of Termination

SECTION 1: RIGHT OF TERMINATION IF PURCHASER FAILS TO SELL EXISTING HOME

1. The Purchaser is seeking to obtain an unconditional agreement of purchase and sale with respect to the sale of the Purchaser’s property known as __________________________________________________ (address) in the City /Town of____________ and Province of_____________ by the "Termination Date".

2. The Termination Date is the earlier of 5:00 p.m. on the ____ day of ____________________, 201___ and two (2)

Business Days after the Purchaser is notified in writing by the Vendor that the Vendor has received an offer for the Unit from another person that the Vendor is willing to accept.

3. The Purchaser has the right to terminate this Agreement if the Purchaser fail to enter into an unconditional

agreement of purchase and sale to sell the Purchasers’ said property or have the conditions satisfied or waived with respect to a conditional agreement of purchase and sale to sell the said property by the Termination Date. The Purchaser has the right to waive this right of termination in accordance with the terms of this Schedule.

4. If before the Termination Date, the Purchaser should enter into an unconditional agreement of purchase and sale

to sell the said property or have the conditions satisfied or waived with respect to a conditional agreement of purchase and sale to sell the said property, the Purchaser covenants to forthwith advise the Vendor in writing prior to 5:00 pm on the first Business Day after the Termination Date. In the event of such notice being given, or in the event of the Purchaser providing the Vendor a written waiver of their right of termination as set out in this Section of this Schedule by such date and time, the right of termination of this Agreement in favour of the Purchaser as set out in this Section of this Schedule shall be at an end.

5. If the Purchaser does not provide the Vendor with either the notice or waiver described in paragraph 4 of this

Section of this Schedule by 5:00 p.m. on the first Business Day after the Termination Date the Purchaser will be deemed to have elected to terminate this Agreement pursuant to the Purchaser’s foregoing right of termination and this Agreement shall thereupon be at an end and all monies paid for deposits and Extras will be returned to the Purchaser and the Vendor will not be liable for any costs or damages whatsoever.

6. Nothing herein precludes the Purchaser from providing a written notice of termination to the Vendor on the first

Business Day after the Termination Date (but prior to 5:00 pm on such date) if the Purchaser is unable to enter into an unconditional agreement of purchase and sale to sell the said property or have the conditions satisfied or waived with respect to a conditional agreement of purchase and sale with respect to the said property by the Termination Date. Upon such notice being given, this Agreement shall thereupon be at an end and all monies paid for deposits and Extras will be returned to the Purchaser and the Vendor will not be liable for any costs or damages whatsoever.

7. Until the Purchaser provide the Vendor with either the written notice or waiver referred to in paragraph 4 hereof;

the Vendor may continue to offer the Unit for sale to others.

8. The Purchaser will use best efforts to sell the above property. SECTION 2: RIGHT OF TERMINATION IF PURCHASER FAIL TO OBTAIN FINANCING

1. The Purchaser covenants to immediately use best efforts to obtain a mortgage for the purpose of financing the closing of this transaction of approximately $___________________.00.

2. If, within ten (10) days after this Agreement is entered into the Purchaser is not unconditionally approved for

a mortgage in the above amount or greater and they provide clear written evidence of such lack of approval to the Vendor, the Purchaser has the right to provide written notice of termination to the Vendor within two days thereafter and upon such notice being given this Agreement shall be at an end and all monies paid for Deposits and Extras (if any) will be returned to the Purchaser and the Vendor will not be liable for any costs or damages whatsoever. In the absence of such written notice of termination being given to the Vendor within the time limits set out above the Purchaser’s right of termination pursuant to this Section 2 will be at an end. The Purchaser also has the right to waive the Purchaser’s right of termination within such twelve (12) day period after this Agreement is entered into.

3. If the Vendor gives notice to the Purchaser to provide evidence of obtaining the mortgage financing set out in

paragraph 1 of this Section 2 by a certain date and the Purchaser does not provide satisfactory evidence to the Vendor by such date that the Purchaser has obtained such financing, the Vendor has a ten (10) day period thereafter during which it can terminate this Agreement on account of the failure of the Purchaser to obtain the mortgage financing set out in paragraph 1 of this Section by giving written notice to this effect to the Purchaser and upon such notice being given this Agreement shall be at an end and all monies paid for Deposits and Extras (if any) will be returned to the Purchaser and the Vendor will not be liable for any costs or damages whatsoever. In the absence of such written notice of termination being given by the Vendor within the time limits set out above the Vendor right of termination pursuant to this Section 2 will be at an end.

4. The Purchaser covenants to immediately advise the Vendor:

a. of any conditions to which any lender’s approval is subject;

JASPER CONDOS

Agreement of Purchase and Sale – Rights of Termination Schedule Page 2 of 2

b. if any such approval is withdrawn or lapses or otherwise becomes null and void in which case the Vendor

has the right to terminate this agreement by notice given within ten (10) days after the Vendor learns of the withdrawal or lapse in which case this agreement shall be at an end and all monies paid for Deposits and Extras (if any) will be returned to the Purchaser and the Vendor will not be liable for any costs or damages whatsoever.

SECTION 3: RIGHT OF TERMINATION UPON SATISFACTORY PURCHASER’S SOLICITOR’S REVIEW

1. If the Purchaser’s Solicitor has not approved the provisions of this Agreement (including all its schedules) by 5:00 p.m. on the tenth (10th) day after this Agreement is entered into the Purchaser may terminate this Agreement by giving notice to the Vendor within two (2) Business Days thereafter.

2. Upon such notice being given as aforesaid, this Agreement shall be at an end and all monies paid for Deposits and

Extras will be returned to the Purchaser and the Vendor will not be liable for any costs or damages whatsoever.

3. IN THE ABSENCE OF WRITTEN NOTICE OF TERMINATION BEING RECEIVED BY THE VENDOR WITHIN THE TWO (2) BUSINESS DAYS REFERRED TO IN THIS SECTION, THE PURCHASER WILL BE DEEMED TO HAVE WAIVED THE PURCHASER’S RIGHT OF TERMINATION AS SET OUT IN THIS SECTION AND SHALL (SUBJECT TO ANY OTHER RIGHTS OF TERMINATION IN THEIR FAVOUR OR IN FAVOUR OF THE VENDOR) COMPLETE THIS AGREEMENT.

General (applicable to all Sections)

1. Any notice that is required to be given by the Vendor to the Purchaser shall be in writing and may be given by sending the Purchaser or the Purchaser’s Solicitor the notice in question by courier, facsimile transmission, telegram, email or by personal service. The written notice shall be deemed to have been received by the Purchaser upon the notice being transmitted by facsimile transmission, telegram, and email or if couriered upon the courier leaving the written notice at the address of the Purchaser or their solicitor or if by personal service upon such service being effected. The records of the facsimile transmission machine, telegraph company, courier, email transmission, or the person effecting personal service will be deemed to be conclusive evidence of the time and date of delivery of notice on the Purchaser and/or their lawyer.

2. Any notice that is given by the Purchaser to the Vendor shall be in writing and served during regular business

hours by courier, facsimile transmission, telegram or by personal service. The written notice shall be deemed to have been received by the Vendor upon the notice being transmitted by facsimile transmission, telegram, or if couriered upon the courier leaving the written notice at the head office of the Vendor or if by personal service upon such service being effected. The records of the facsimile transmission machine, telegraph company, courier, or the person effecting personal service will be deemed to be conclusive evidence of the time and date of delivery of notice on the Vendor.

3. If there is more than one of the foregoing sections in effect there may be more than one “Termination Date” and

such dates may differ one from the other. The foregoing are, unless expressly stated to be conditions, contractual rights of termination not conditions precedent or any other type of condition.



JASPER CONDOS

Schedule “H” Standard Items

The Purchase Price Includes the Following: Warranty

• All Units are warranted by Tarion in accordance with the Ontario New Home Warranties Plan Act • VanMar is backed by TARION Home Warranty Program and includes the following:

o One Year Warranty on materials and workmanship. o All violations of the Ontario Building Code's Health and Safety Provisions. o Seven Year Warranty Protection against major structural defects (as defined in the Ontario New

Home Warranties Plan Act). • Warranties are limited to the requirements established by the Ontario New Home Warranties Plan Act

Doors and Windows

• All windows maintenance free aluminum or storefront glazing • Sliding, insulated glass patio doors as indicated • Solid core suite entry doors • Screens on all operating windows and patio doors • double glazed windows and sliding patio doors

Mechanical

• Self contained vertical terminal heating/ cooling unit • Exhaust fan vented to exterior • 2‐speed ducted hood fan in kitchen • Vent to exterior for bathroom and dryer • Stackable washer and dryer not included

Electrical

• 60 or 100 amp electrical service with breaker panel • Electrical light fixtures as selected by the Vendor • Switched outlets for lighting in all bedrooms • Heavy duty cable outlets for electric dryer and stove • Smoke detector as per fire code • CO detector as per fire code

Rough Ins

• Rough‐in for telephone and cable television in fixed locations (1 of each in bedroom(s), Living area and Den where applicable)

• Rough‐in for water softener not included Plumbing

• Rental electric hot water tank. The purchaser acknowledges that the hot water tank is a rental/finance unit and agrees to execute and/or assume a rental/finance agreement on or before closing with the hot water tank supplier

• Separate metering for electricity to each suite other services will be bulk metered • Double compartment stainless‐steel ledge back sink in kitchen • Drop‐in china basin in bathroom • Installed dishwasher • Single lever faucets throughout • Pressure balance/temperature control valve in tub/shower units • Tiled tub & shower units • Taps and drains for automatic washer complete with washer box • Condensate drain for vertical package terminal air handling unit

Appliances

• 3‐appliance package consisting of white fridge, stove, and dishwasher. • Stackable washer and dryer not included

Insulation and Drywall

• Suites fully insulated to meet insulation values established by the Ontario Building Code (exterior walls to be R‐20)

• painted hollow core slab ceilings throughout except at dropped ceiling locations

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Agreement of Purchase and Sale – List of Standard Items Schedule Page 2 of 3

Interior Trim/Hardware

• Vanity mirrors in all bathroom(s) • All hardware pre‐selected by Vendor • All suite entry doors with lever passage and deadbolts • All interior doors have lever handles as standard • Standard aluminum towel bars and paper holders in bathroom(s) • Newport colonial doors and trim throughout with paint grade sliding doors in bedroom closets with drywall

returns • Low walls to be capped with paint grade trim • Wire shelving throughout

Painting

• All finished walls and trim to be painted • Walls to be latex semi‐gloss in bathrooms and eggshell finish in remaining areas, trim to be latex semi‐gloss

finish • Paint colours to be selected as part of the sample colour scheme boards provided by the Vendor

Cabinetry

• Kitchen and vanity cabinets to be selected from sample combination boards provided by the Vendor • Counter and vanity top to be selected from sample colour scheme boards provided by the Vendor

Flooring

• Precast concrete sub‐floor • Carpet and ceramic tile throughout as indicated on plan to be selected from sample colour scheme boards

provided by the Vendor • Suites will have carpet c/w underpad

Common Areas

• Secured entrance with intercom system • Fully sprinklered building • Washable paint on corridor walls • two fully appointed elevators • Garbage chute on every level • Ceramic tile in front vestibule • Commercial grade carpet in corridors • Vinyl composite tile in service areas • All finished walls and trim to be painted • Acoustic ceiling tiles in corridors • Professionally designed landscaped grounds • Architecturally designed exterior masonry finishes with window wall or storefront. • 2 ply SBS roofing • Paved driveway and ground level surface parking • All windows and exterior door frames to be foamed and caulked • Floors 2 through 10 have eight foot ceilings.

All plans and specifications are subject to reasonable modification, as necessary, at the discretion of the Vendor. NOTICE TO PURCHASERS‐ Due to increasing construction cost, the Vendor commits orders to its suppliers on the date of the Offer to Purchase. Therefore, in some cases the Vendor cannot alter, change or add to the specifications, details or field notes. In order for any change to be implemented, all requests, after the offer becomes firm, must be in writing and accepted by the Vendor. In accordance with standard building practice and Tarion rules, the Vendor warrants to make any necessary drywall repairs (due to nail pops and drywall cracks caused by settling) at the one year anniversary of closing subject to scheduling of work. The priming and painting of these repairs will be the full responsibility of the Purchaser, regardless of whether the Builder/Vendor or Purchaser painted the house initially. All drawings are artist's concepts and may vary slightly from the final product. E&OE, actual useable floor space may vary from stated area, and square footage has been calculated based on useable living space according to TARION rules, and does not include garage or basement areas. Drawings may show optional features which may not be included in the Base Price. Bulkheads and box outs may be required as chases for plumbing and mechanical. Garage

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Agreement of Purchase and Sale – List of Standard Items Schedule Page 3 of 3

man door location may vary subject to grade. In an ongoing review of our homeowner's needs, changes may have been incorporated into our 'New Home Features' and construction techniques. SIGNED, SEALED, AND DELIVERED in the presence of __________________________________ _______________________________ (date) ______/______/______ (Witness) (Purchaser) day month year

__________________________________ _______________________________ (date) ______/______/______ (Witness) (Purchaser) day month year

JASPER CONDOS

Agreement of Purchase and Sale – Extras Schedule

Schedule “I” Extras

In order to ensure the Purchaser receives the home ordered, and the Vendor has time to build the home, there are certain deadlines that must be met, as follows:

1. The Purchaser must finalize the selections set out herein at the place designated by the Vendor and with the Project Coordinator within fifteen (15) calendar days from notice by the Vendor and only after confirmation the Agreement has become free of conditions and rights of termination in favour of the Purchaser other than as set out in Schedule A of the Agreement or in a time frame as established in writing by the Regional Manager. The Purchaser must within such time make the Purchaser’s choice of colour selections as well as upgrades of flooring and cabinets from the available selections. This must be completed before the Vendor can apply to the Municipality for the building permit (if the home is not yet constructed). If the Purchaser does not finalize the foregoing choices within such applicable time period, then, at the option of the Vendor, the Vendor may make all such choices on behalf of the Purchaser who is hereby deemed to accept the said choices made by the Vendor. If the Purchaser wishes to have more time to finalize the foregoing selections then, if the Vendor is willing to provide more time to do so, before the Vendor will agree to provide more time it will be necessary for the Purchaser and the Vendor to sign an amendment to this Agreement extending the Closing Date. If the Purchaser is not willing to sign such an amendment the Vendor will not provide additional time for selections as to do so could cause the Vendor to fail to achieve the Firm Closing Date.

2. All selections and upgrade changes are final once signed by the Purchaser and approved by the Vendor on the

Vendor’s forms.

3. All Extras are subject to applicable extra costs or credits as detailed on the forms relating to the ordering of the same, and must be finalized with the Vendor’s Project Coordinator, prior to submission for the building permit.

4. Selection of additional Extras and clarification of such Extras can be discussed by telephone, fax or a personal

meeting with the Project Coordinator. The Purchaser and the Vendor must agree on the details of all Extras on an Amendment to the Agreement before building permit application will be made (if not already made). The Vendor reserves the right to refuse any request for any Extras.

5. Some Extras and/or changes to the suite plan will be quoted on an individual basis. The Vendor retains the right to

refuse any Extras or changes to the suite plan that may delay the Closing Date. Clarification of such Extras and/or changes to the suite plan and the time frame for the implementation or inclusion of same can be obtained by telephone, fax or a personal meeting with the Project Coordinator.

6. The Vendor will not install Purchaser’s supplied materials. The Purchaser is not permitted to install any items

(such as, for purposes of example only ‐ special bathroom fixtures, electrical fixtures, floor coverings, appliances, etc.) without written consent from the Vendor. Requests made by the Purchaser to supply and install items will only be considered on an individual basis, and if approved by the Vendor such approval is only relevant and enforceable if agreed to by the Vendor in writing on a separate Amendment to the Agreement. Requests must be received, by the Vendor’s Project Coordinator, within the fifteen (15) calendar day period referred to above and the Vendor, as a pre‐condition to allowing any such supply may require proof of liability insurance and current WSIB status listing before entry for installation is approved. The Vendor is not obligated to agree to any of these requests. The Vendor will advise the Purchaser of any special charges or applicable credits, along with details of work requirements, and by what extent the request will extend the Closing Date if agreed to by the Vendor. If the Purchaser will not sign an amendment to this Agreement extending the Firm Closing Date the request of the Purchaser described in this paragraph will not be approved. Purchaser, who supply and/or install items without written consent from the Vendor will be responsible for all of the Vendor’s’ costs incurred because of changes in work required on account of such items or as required to repair such items or on account of other parts of the home that must be repaired on account of such items’ installation. The Purchaser agrees to indemnify and save the Vendor harmless from all claims, charges, damages, costs and liabilities incurred directly or indirectly by the Vendor on account of such installations by or on behalf of the Purchaser. There is no Tarion warranty with respect to any installations and the warranties with respect to some of the Vendor’s’ work may be nullified on account of the Purchasers’ installations and work.



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Agreement of Purchase and Sale – Required Provisions Schedule

Schedule “J” Provisions Required by the Municipality

To date no covenants or clauses have been required by the Municipality, however, it is possible that the Municipality or other relevant governmental agency may require covenants or clauses as a condition of site plan or draft condominium plan approval or that such requirement(s) may arise out of one or more studies required by such conditions. If any clause(s) or covenant(s) is/are so required, the same shall be immediately incorporated into this Agreement upon notice thereof being sent to the Purchaser or Purchaser’s Solicitor by the Vendor or Vendor’s Solicitor in accordance with the terms of this Agreement. The provisions set out therein are irrevocably agreed to be an amendment to this Agreement and deemed to be part hereof and the Purchaser shall not have any right of termination of this Agreement on account thereof. SIGNED, SEALED, AND DELIVERED in the presence of ___________________________________ ___________________________________ (date) ______/______/______ (Witness) (Purchaser) day month year


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Agreement of Purchase and Sale – Site Visits Schedule

Schedule “K” Purchaser Site Visits

The Vendor places great importance on the health and safety of our customers at all of our workplaces. Construction sites present certain safety hazards that should be acknowledged, including but not limited to open excavations, moving machinery and tools, electrical hazards, water hazards, scaffolding, stair openings, lumber piles, brick piles, site debris (brick, shingles, cut lumber, nails, drywall, etc.), hazardous materials (paint, adhesives, etc.), generally uneven surfaces and tripping hazards and overhead workers (carpenters, roofers, masons). In order for the Vendor to uphold our health and safety policies and reduce risks to our customers and the public it is necessary to ensure that all customers acknowledge and comply with our policies and those of the Occupational Health and Safety Act. All of the Vendor’s construction sites fall under the jurisdiction of the Ontario Occupational Health and Safety Act and Regulations for Construction Projects. As such,

• No persons under the age of 16 are permitted on the premises, • No pets are permitted on the premises, and • All visitors are required to wear CSA approved safety equipment, which includes safety hat, safety shoes (and

safety glasses when necessary). The Purchaser is not allowed to visit the site at any time prior to the Firm Occupancy Date without a pre‐arranged appointment scheduled with the Vendor.

The Purchaser is allowed 2 (two) scheduled visits with a Vendor representative to review the construction of the home. The first will take place at the pre‐drywall stage (after framing and mechanical/plumbing rough‐ins are complete) and the second (called a PDI) will take place just prior to the closing date, The purpose of the scheduled visits is to review the inclusions in the home. It is not an opportunity to make changes nor to show the home to family and friends. The Vendor will provide safety hats and safety glasses only. Approved safety shoes are the responsibility of the visitor. Visitors will not be allowed on any site without approved safety shoes. Unscheduled visits to the construction site are not permitted due to safety and security reasons. These visitors may be asked by the Vendor’s staff or security personnel to leave immediately. By signing this document you agree that if you suffer any injury or loss because of the contravention by you or anyone for whom you are responsible of any of the foregoing policies that you completely release, indemnify and save harmless the Vendor, its officers, directors, employees, workmen, agents and servants and their respective heirs executors, administrators, successors and assigns from and against any liability, costs, claims, damages, losses or expenses incurred on account of such injury or loss on account of such contravention. In consideration of the payment to each of the undersigned of one dollar ($1.00) by the Vendor (the receipt of which is by each signatory hereto acknowledged) I (we) agree that I (we) have reviewed and understand these policies and agree to strictly comply with the same. SIGNED, SEALED, AND DELIVERED in the presence of ___________________________________ ___________________________________ (date) ______/______/______ (Witness) (Purchaser) day month year


JASPER CONDOS

Schedule “L” Document Registration

If the electronic registration system (hereinafter referred to as the "Teraview Electronic Registration System" or "TERS") is operative in the applicable Land Titles Office in which the lands being conveyed pursuant to this Agreement is registered the following provisions shall prevail. This Schedule prevails if there is any conflict or inconsistency with any reference to a document registration agreement in any of the correspondence between parties or otherwise. The Vendor and the Purchaser agrees as follows:

1. Holding Deliveries and Closing Funds In Escrow ‐ The Vendor’s Solicitor and the Purchaser’s Solicitor shall hold all funds, keys and closing documentation exchanged between them (the “Requisite Deliveries”) in escrow, and shall not release or otherwise deal with same except in accordance with the terms of this Schedule. Both the Vendor’s Solicitor and the Purchaser’s Solicitor shall be and are hereby authorized and directed to complete this transaction in accordance with the provisions of this Schedule. Once the Requisite Deliveries can be released in accordance with the terms of this Schedule, any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mortgage lender.

2. Notwithstanding anything herein to the contrary, at the option of the Vendor’s solicitor, closing funds are to be

provided via a cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office or Credit Union drawn on the Purchaser’s Solicitor’s trust account or by wire transfer that qualifies as a payment pursuant to the Large Value Transfer System overseen by the Canadian Payments Association as detailed in By‐Law No. 7 of the said Association. No Bank Drafts or Money Orders will be accepted. The Purchaser’s Solicitor, will, prior to Closing, if funds are directly deposited into the Vendor’s Solicitor’s bank account, provide a copy of the certified cheque so deposited and the signed guarantee of funds form required by the Vendor’s solicitor to the Vendor’s Solicitor.

3. The Purchaser's Solicitor shall provide closing funds as required by the Vendor’s Solicitor to be received at the

Vendor’s Solicitor’s office with the closing documents to arrive in such office no later than 2:00 p.m. on the day of closing.

4. Advising of Concerns with Deliveries ‐ The Parties shall notify the other as soon as reasonably possible following

their respective receipt of the Requisite Deliveries (as applicable) of any defect(s) with respect to same.

5. Purchaser’s Solicitor Responsible for Registration ‐The Purchaser’s Solicitor shall be responsible for the registration of the Electronic Documents (as hereinafter defined).

6. Responsibility of Vendor’s Solicitor ‐ The Vendor’s Solicitor shall, upon his/her receipt and approval of the

Requisite Deliveries (as applicable), electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of:

a. the receipt from the Purchaser’s Solicitor of notice of the registration particulars of the Electronic

Documents; or b. 5:00 pm on the Closing Date (the “Release Deadline”), and provided that notice under paragraph 7 or 9

below has not been received; or

c. confirmation through the Teraview System that registration has occurred.

7. Responsibility of Purchaser’s Solicitor and Returning Deliveries where Non‐registration ‐ The Purchaser’s Solicitor shall, on the Closing Date, following his/her receipt and approval of the Requisite Deliveries (as applicable), either:

a. register the documents required to close the transaction (referred to in this Schedule as the “Electronic

Documents”) in the proper order of priority, as soon as reasonably possible once same have been released for registration by the Vendor’s Solicitor, and immediately thereafter notify the Vendor’s Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed in writing between the solicitors for the Parties), whereupon the Purchaser’s Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow; OR

b. as soon as reasonably possible, but in any event prior to the Release Deadline, notify (definition of

“Notification” is set out below in Paragraph 8) the Vendor’s Solicitor that he/she will not be registering the Electronic Documents because:

i. there is an outstanding execution filed against the Vendor or a similar name to the Vendor; ii. the subsearch of title reveals that some document or instrument has been registered against the

title to the Property which the Purchaser has not agreed to accept; and/or

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Agreement of Purchase and Sale – Document Registration Schedule Page 2 of 2

iii. there is an outstanding execution against the Purchaser which precludes the release of monies to be advanced under any mortgage(s) securing financing for the acquisition of the Property.

8. Definition of “Notification” ‐ In order to notify the other party he/she does not wish to proceed with the

registration of the Electronic Documents, a party’s solicitor must provide written notification to this effect to the solicitor for the other party either by:

a. physical delivery to such solicitor for the other party or to another lawyer or employee in the same office

of such solicitor for the other party with clear oral notice to the recipient at the time of the delivery of the importance of the document; or,

b. by facsimile transmission (or by other electronic system reproducing the original including without

limitation as a PDF attachment to email), provided that notification shall not be deemed to have been achieved pursuant to this second option unless and until the recipient solicitor or other lawyer or employee in the same office of such solicitor confirms to the sender or someone in the sender’s office either orally, by telephone, or by facsimile transmission or by email the receipt of such notification.

Anything other than compliance with the foregoing notification procedure does not constitute notification.

9. Any of the Parties hereto may, prior to the Release Deadline, notify the other party, as set out above, that he/she

does not wish to proceed with the registration1 of the Electronic Documents, and provided that such notice is received by the Purchaser’s Solicitor, as set out above, before the registration of the Electronic Documents, then each of the Parties hereto shall forthwith return to the other party their respective Requisite Deliveries.

10. Solicitor Liability to Opposite Party ‐ This Schedule may be relied upon by the Purchaser and the Vendor, so that if

there is a breach of the provisions of this Schedule, then the Purchaser or the Vendor (as the case may be) shall be entitled to commence legal proceedings against the party whose solicitor who breached the provisions of this Schedule as well as the said solicitor, in addition to any other rights or remedies available at law (or in equity) against any other party or Parties. Any solicitor acting on behalf of any party hereto is deemed by the acceptance of such retainer to agree to the foregoing.

11. This Schedule Prevails if Conflict or Inconsistency ‐ In the event of any conflict or inconsistency between the

provisions of this Schedule and the balance of this Agreement, this Schedule shall prevail.

12. Outstanding Mortgages/Charges If there are any mortgages or charges registered against the title to the Property which the Purchaser has not agreed to assume on closing, partial discharges of such mortgages or charges shall be registered electronically by the Vendor’s Solicitor immediately following registration of the Transfer by the Purchaser’s Solicitor and notification of particulars of such registration being provided to the Vendor’s Solicitor subject to the Vendor's Solicitor being entitled to delay such registration until receipt by such Solicitor of the requisite discharge in accordance with the Guidelines prescribed by the Law Society of Upper Canada with respect to the discharge of mortgages in this sort of transaction.



JASPER CONDOS

Schedule “M” Vendor’s Closing Statements

IMPORTANT NOTES TO PURCHASER

• THIS DOCUMENT CONSTITUTES THE VENDOR’S CLOSING UNDERTAKINGS, REPRESENTATIONS, WARRANTIES AND DIRECTION TO YOU.

• YOU SHOULD RETAIN THIS ORIGINAL SIGNED SCHEDULE IN YOUR RECORDS.

• NO FURTHER UNDERTAKINGS, DIRECTIONS OR DOCUMENT PROVISIONS CONTAINED IN THIS SCHEDULE WILL BE

DELIVERED ON CLOSING.

• The only additional documents to be delivered by or on behalf of the Vendor on Closing will be the closing Statement of Adjustments, a messaged Electronic Transfer and the Vendor’s Solicitor’s undertaking to discharge any existing mortgage from the title to the Unit.

1. The Vendor hereby represents and warrants to the Purchaser as of the time the Vendor’s Solicitor releases the

Transfer for registration on Closing that:

a. the Vendor is not and will not be a non‐resident of Canada within the meaning of the Income Tax Act (Canada);

b. no person who owns or has any interest in any share or shares of the Vendor is or has been or will be entitled on account of such ownership or interest to occupy any portion of the Unit and as a result no spouse of any officer, director, shareholder or employee of the Vendor has any rights of possession with respect to the Unit;

c. to the best of its knowledge and belief the Vendor has and will have complied with all municipal agreements and restrictive covenants registered on title to the Unit;

d. no urea formaldehyde insulation has been or will be used in any building situate on the property; and

e. all subtrades, labourers and potential lien claimants have been and will be paid in full and that the Vendor indemnifies and saves harmless the Purchaser from any claims or costs incurred by the Purchaser as a result of any mechanics' liens/construction liens registered on the title to the Unit and arising on account of work or materials supplied by or on behalf of the Vendor prior to Closing.

2. The Vendor:

a. authorizes and directs the Purchaser to pay all monies due to the Vendor in this transaction to the Vendor’s

Solicitor, or as they may further direct, and this shall be the Purchaser’s good and sufficient authority for so doing;

b. authorizes the Vendor’s Solicitor to register/release electronically

on the Vendor’s behalf the Transfer of the property to the Purchaser or as directed by the Purchaser in writing as well as any other document(s) required to complete the transaction contemplated by the Agreement and to insert any information that may be required in such electronic documents that may not be available to the said solicitor at the time of execution of this Schedule;

c. acknowledges the effect of the electronic documents described in this Schedule has been fully explained to it

and it understands that it will be a party to and be bound by the terms and provisions of such electronic documents to the same extent as if it had signed the same;

d. authorizes the Vendor’s Solicitor to make any minor, non‐material alterations that may be required by the

Land Registry/Titles Office to effect certification of the electronic documents described in this Schedule; e. bargains, sells, assigns and transfers to the Purchaser the Vendor’s right, title and interest in and to any

chattels, fixtures and additional items included in the Agreement to which this is a Schedule free from all encumbrances unless otherwise stated in the Agreement;

f. undertakes to pay all realty taxes in accordance with the closing statement of adjustments, and to re adjust municipal taxes and any other items as shown on the said statement of adjustments, if necessary; without limiting the generality of the foregoing, this means that if there is any item for which the Vendor owes money to the Purchaser which is not included on the statement of adjustments or if there are any addition or other arithmetical errors thereon, the Vendor agrees the fact of closing does not in any way affect the obligation of the Vendor to make payment of the monies properly owing to the Purchaser forthwith upon request;

g. agrees to deliver or release the Unit’s keys on closing, subject to any prior occupancy; and h. agrees to pay all the Unit’s utility accounts including electricity, water and gas charges for which the Vendor is

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Agreement of Purchase and Sale – Vendor’s Closing Statements Page 2 of 2

responsible, other than those for which the Purchaser is responsible to the closing date (or up to the date the Purchaser is allowed or obligated to occupy the property, if earlier).

3. All of the provisions of this Schedule M survive Closing.

SIGNED, SEALED, AND DELIVERED MILTON CENTRE CO‐OPERATIVE DEVELOPMENT CORPORATION Per: ___________________________________ (date) ______/______/______



JASPER CONDOS

Schedule “N” Purchaser’s Closing Statements

1. The Purchaser:

a. consents to all signatures on all documents that are required to be delivered on account of this transaction being provided in an electronic form as electronic signatures in accordance with the Electronic Commerce Act, 2000, including without limitation documents delivered on behalf of the Vendor and by the Vendor’s Solicitor;

b. agrees that any electronic information or electronic document made available to the Purchaser or the

Purchaser’s Solicitor is deemed to be provided to the Purchaser and the Purchaser’s Solicitor if made available for access on a website to which the Purchaser or the Purchaser’s Solicitor is directed and given access;

c. undertakes and agrees to readjust municipal taxes, and any other items shown on the closing statement of

adjustments, and any items referred to in this Agreement, if necessary, and to pay supplementary realty tax assessments from the date required by this Agreement, and the Purchaser acknowledges and agrees, without limiting the generality of the foregoing, that this means that if there is any item for which the Purchaser owes money to the Vendor which is not included in the statement of adjustments or if there are any additional or other arithmetical errors thereon, the fact of closing does not in any way affect the obligation of the Purchaser to make payment of the monies properly owing to the Vendor forthwith upon request;

d. agrees and accepts that the only additional documents that the Vendor is obligated to deliver on Closing will

be the closing statement of adjustments, a messaged Electronic Transfer, and the Vendor’s Solicitor’s undertaking to discharge any existing mortgage from the title to the Property;

e. irrevocably authorizes and directs the relevant Government of Canada agency or body to pay the Vendor any

and all Rebates, as defined in Schedule D to this Agreement, to which the Purchaser or the Purchaser’s respective heirs, executors, administrators, successors or assigns, may be or are entitled to in respect of this transaction including, without limitation of the foregoing, any and all Federal Rebates and any and all Provincial Rebates, all of which are hereby unconditionally and irrevocably assigned by the undersigned to the Vendor;

f. undertakes and agrees to execute and return to the Vendor, without charge therefor, forthwith after receipt

by the undersigned, any further forms or other documentation of any nature or kind required by the Vendor with respect to any rebate of H.S.T. or other tax applicable to or on account of this transaction;

g. irrevocably constitutes the Vendor as the Purchaser’s true and lawful attorney to complete and execute on

the undersigned’s behalf every form or document necessary or desirable with respect to the foregoing and further agrees to indemnify and save the Vendor harmless from any loss, payment, claim, damages or lost rebates on account of the undersigned’s failure to honour the obligations set out above.

2. Entitlement to H.S.T. Rebates [If not applicable, strike out this section in its entirety]

a. In the clauses of this section 2, “Relation” means another individual related to the first individual by blood,

marriage, common‐law partnership, or adoption within the meaning of the Income Tax Act, and a blood relation is limited to parents, children or other descendants or siblings, and a marriage relation includes a spouse or a person who is connected to the spouse by blood or adoption.

b. The Purchaser confirms the Purchaser intends forthwith after Closing to occupy the property as the primary place of residence for the Purchaser or a Relation of the Purchaser.

c. The Purchaser acknowledges and understands the Vendor is relying on the provisions of this paragraph 2 to

obtain a credit for the amount of the H.S.T. rebates that should be available as referred to in this Agreement which the Purchaser has hereby assigned to the Vendor who the Purchaser understands will be applying for and receiving payment of all of the said rebates that are available and who will not be making payment to the Purchaser of any rebate received by or credited to the Vendor other than as may be shown on the closing statement of adjustments.

[The bottom portion of this page is deliberately left blank.]

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Agreement of Purchase and Sale – Purchaser’s Closing Statements Page 2 of 2

3. If any of the facts or matters referred to in this Schedule N should change before Closing, the Purchaser covenants

and agrees to advise the Vendor and the Vendor’s Solicitor in writing before Closing. In the absence of such written notification being given before Closing, the Vendor and the Vendor’s Solicitor are entitled to rely on the provisions set out in this schedule being true and correct as of Closing.

4. All of the provisions of this Schedule N survive Closing.



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