THIS AGREEMENT made this -th day of ,2009.

BETWEEN:

AUBURN DEVELOPMENTS INC. (HEREINAFTER “AUBURN”) CLAYBAR DEVELOPMENTS INC. (HPREINAFTER “CLAYBAR”) CLARKE FAMILY HOLDINGS (HEREINAFTER “CLARKE”) LANDEA DEVELOPMENT INC. (HEREINAFTER “LANDEA”) FOXHOLLOW DEVELOPMENTS INC. (HEREINAFTER “FOXHOLLOW”)

(collectively called the Owners) OF THE FIRST PART

AND THE CORPORATION OF THE CITY OF LONDON (hereinafter called the City)

OF THE SECOND PART

WHEREAS Auburn is the registered Owner of Part of Lot 23, Concession 5 and also known as 1284 and 1288 Sunningdale Road West (090450181000000 & 0904501 82000000) Draft Plan File 39T- 04510 as more particularly described in Schedule A;

WHEREAS Claybar is the registered Owner of Part of Lot 23, Concession 5 and also known as 1139 Fanshawe Park Road West (090460057000000), Draft Plan File 39T- 04503 as more particularly described in Schedule A;

WHEREAS Clarke is the registered Owner of Part of Lot 22, Concession 5 and also known as 1196 Sunningdale Road West (090450183000000), Draft Plan File 39T- 05511 as more particularly described in Schedule A;

WHEREAS Landea is the registered Owner of Part of Lot 22, Concession 5 and also known as 995 Fanshawe Park Road West (090450200000000), Draft Plan File 39T- 05512 as more particularly described in Schedule A; and

895 Fanshawe Park Road West (090450769050000).

of Lots within a registered plan of subdivision;

WHEREAS as a result of the development of the Owners: lands the Heard Drain is required to be reconstructed and stormwater management facilities (hereinafter called SWM) 2 and 3 and sanitary trunk services are required to be constructed;

WHEREAS the City, through the Development Charges Bylaw XXXX, has identified that it is responsible to reconstruct the Heard Drain, construct SWM facilities 2 and 3 and sanitary trunk services (hereafter referred to as the ‘City’s Works‘) within the lands described above;

WHEREAS Foxhollow is the registered Owner of Plan 33M564 BLK 282 also known as

WHEREAS the Owners have obtained draft plan approval for their lands or are owners

WHEREAS the City, in its 2009 Capital Budget committed funds to commence the City’s Works and in its 2010 Capital Budget forecast has identified money to continue with the completion of the City’s Works:

estimated 400,000 m3 of material; WHEREAS the construction of the City Works will result in the excavation of an

WHEREAS approximately 100,000 m3 of the material may be dispersed on the Owner‘s lands and approximately 300,000 m3 of the material may be removed from the lands;

WHEREAS the Parties have agreed to work cooperatively to ensure the successful completion of the City’s Works and the Owners Works;

AND WHEREAS the Parties have agreed to enter into this Agreement to set conditions to address issues of removal and storage of material, rough grading of the Owners’ Lands, the construction of the City’s Works and the Owners Works and distribution of costs;

NOW THEREFORE THIS AGREEMENT WITNESSETH that for other valuable consideration and the sum of Two Dollars ($2.00) of lawful money of Canada, paid by each of the parties to the others' at or before the execution of these presents (the receipt whereof is hereby acknowledged) the parties hereto covenant and agree each with the other to comply with, keep, perform and be bound by each and every term, condition and covenant herein set out to the extent that the same are expressed to be respectively binding upon them, and the same shall enure to the benefits of and shall be binding upon their respective heirs, executors, administrators, successors and assigns.

1. DEFINITIONS

The words and phrases defined in this paragraph shall for all purposes of this Agreement and of any subsequent agreement supplemental hereto have the meanings herein specified unless the context expressly or by necessary implication otherwise requires.

"Approval Authority", shall mean that person, who for the time being, is delegated by Council for the City of Lbndon, the Authority to approve Plans of Subdivision.

"City Engineer" or "Engineer" shall mean that person who, for the time being, is employed by the City as its Engineer, its Deputy or Acting Engineer.

"General Manager" shall mean that pqrson who, for the time being, is employed by the City of London as its General Manager of Planning and Development.

"Lands" shall mean the lands descri ed in Schedule A hereto collectively or

"Lot" shall include "Block" and vice versa.

"Non Engineered Fill" shall mean uncompacted soils suitable for construction.

"Professional Engineer" or "engineer" shall mean a licensed Professional Engineer who, holds a current certificate of authorization issued by the Association of Professional Engineers of Ontario or, is employed by a partnership or corporation authorized by the Association to offer Professional Engineering services to the public.

"Accepted EA" shall mean the Fox Hollow Municipal Class Environmental Assessment (EA) prepared by MRC Consultants dated October 2006 and any accepted addendum to this EA.

"UTRCA" shall mean the Upper Thames River Conservation Authority.

" City's Works" shall include but not bq limited to the following:

preparation of final design engineering drawings, submission of reports and pans to obtain Ministry of Environment approvals, approvals from other agencies and governmental departments, surveys testing and topographi4 mapping, excavation of material for the c#vstruction of the realigned Heard Drain, the excavation of material to cbnstruct SWM pond 2, SWM pond 3 and the connecting channel from SWM pond 3 to the Heard Drain, excavation of material to construct the trunk sanitary sewer from as terminus at the west limit of MMway Park Drive in plan 33M-546 through the Landea Plan to and within t e Heard Drain, construction of the maintena /pedestrian pathway within the Heard Drain and within the connectin channel from SWM pond 3 to the Heard

surface stripping, grading and the placement of non engineered fill on the Lands, the disposal of material off site, the stock piling of topsoil or other excavated material, the redirection of existing flows of the Heard Drain during construction (as required), and the tendering of contracts to complete the works and the engineering

individually as the context requires or p tl rmits.

Drain, +

supervision of the construction df the works.

The City's Works excludes the filling of the former abandoned Heard Drain.

If for any reason the City's EA Addendum is not accepted by February 28, 2010, the City shall undertake the functional and detailed design for the works as defined in the Accepted EA and theg)e works will constitute the City's Works referred to in this agreement with neceqsary modifications.

"Owners Works" collectively means temporary and permanent roads, storm and sanitary sewers, all municipal services, utilities, hydro, water, gas, cable television and telecommunications, street lighting, sidewalks, boulevards and other infrastructure, storm water management facilities, grading and generally any alteration of the Lands necessary for registration of a plan of subdivision on any part of the Lands.

2. LIMITS OF CONSTRUCTION

The construction permitted by this Agreement is limited to the Works within the Lands and establishment of sediment and erosion control measures on the Lands in accordance with the Ministry of Natural Resources Guidelines and City of London requirements to the satisfaction of the City Engineer.

The Owned agree to permit the the City agrees to assume all end the City shall indemnify claims arising in undertaking

ruction of the Works to proceed provided Ived-in undertaking the Works, and to this harmless the Owner from and against all on such Owner's Lands.

3. ACCESS TO LANDS - EASEMENTS 8 LAND DEDICATIONS

The Owners shall grant blanket easements over their Land to the City by November 30, 2009, to permit the City to undertake the necessary engineering andlor geotechnical studies. The Ow rs shall dedicate the Lands required for each of the major components of $ City's Works, being the Heard Drain channel and the two storm water mahagement facilities, and connecting links, together with working easements, to the City within 30 days of notice by the City of the City's acceptance of the functional design and formal notification to the Owners of the City's land requirements. With respect to the Heard Drain channel, the Parties agree that the channel to be dedicated shall not exceed 53 metres in width as noted in the conditions of draft approval for the relevant draft plans, and premised on the final design and grading elevations of abutting lands.

These land dedications and easements will allow the City to complete the City's Works and to provide servicing outlets for the Lands and other external lands in this area. These easements will remain in effect until the City's Works are certified complete by the City and until the City obtains permanent access to the Lands on which the City's Works are located. The City shall be responsible for costs to remove the easements.

Should the parcel for SWM Facility 2 or SWM Facility 3 and its connecting link or the Heard Corridor SWM Facility and sanitary trunk corridor not be created by a Block within a registered plan of subdivision, the City shall be responsible for all surveying costs and registration of the required documents. The Owners shall have 15 days to review any draft Reference Plan describing the parcels to be dedicated to the City for the said facilities prior to its registration.

Construction traffic is to be access points designated by the City Engineer as follows: West at Aldersbrook Gate and Sunningdale Road Street A in Draft Plan 39T-04510, with barriers and flagpersons as needed.

,

4. PRE-CONSTRUCTION

5.

a) The City shall carry out soil testing, geotechnical investigations, hydrogeological investigations and surveying and any other investigative activities for the City’s Works on the Lands to gather information for the necessary reports, studies and deta led engineering drawings which may be associated with these servicing work . All other pertinent draft plan conditions that may be affected by this activity c mplied with by the Owners individually in respect of their own Lands and the Ci y, as necessary, by March 1,2010;

b) The City shall complete an Addendu to the Accepted EA.

c) The City shall prepare a full set of ehgineering drawings for the City’s Works within the Lands in accordance with t$e final Accepted EA. The drawings shall be prepared in consultation with the wners and/or their agents for their review such review to be at no cost to the ity. The Owners shall have 14 calendar days to review the engineering drawi gs.

d) The City shall install and be res onsible for maintaining and monitoring sediment and erosion control mea, I ures prior to and during all stages of construction until the City’s Works ard completed.

e) The City is required to satisfy the reqhirements of the UTRCA by securing from the UTRCA a clearance letter to pro ed. Prior to any clearing and grubbing, the City’s consulting engineer shal provide to the General and the City Engineer a clearance letter to comm €r nce construction from the UTRCA.

9 The City shall obtain a Certificate s of Approval from the Ministry of the Environment prior to the commencehent of construction of the City’s Works or any services within the Lands.

I m

CONSTRUCTION

Subject to the City obtaining all required permits, approvals and clearances and subject to the acceptance of engineering drawings (by XXM date), the City shall make all payments, carry out and perfqrm all the City’s Works and satisfy all the provisions hereinafter set out in ths Agreement. No on-site work shall commence until all pertinent approval 1 are in place. The City shall provide full- time supervision by its Professional Engineer for all work completed under the jurisdiction of this Agreement.

a) The City shall construct the trunk sanitary sewer from its terminus at the west limit of Medway Park Drive in plan 33M-546 through the Landea Plan to the south limit of the Heard Drain by December 31,2010.

b) The City shall constru SWM Facility 2 and associated works including the connecting 4 storm sewer between SWM facility 2 and Street 6 within the Lan ea draft plan (39T-05512) in accordance with the Accepted EA and have the SWM Facility ready for operational use by June 30,201 1.

c) The City shall constru SWM Facility Heard Drain including the trunk sanitary sewer lo ted within the Heard Drain in accordance with the Accepted EA 1 r ady for operational use by December 31, 201 1.

SWM Facility 3 and the connecting channel in accordance ith the Accepted EA and have the SWM Facility ready for operati f nal use by December 31, 201 1,

e) The City shall be responsible to manage existing stormwater management flows to the satisfaction of the City Engineer.

9 The City shall cut and shape the Heard Drain channel and stockpile and seed the excavated material in accordance with the accepted engineering drawings.

d) The City shall constru

g) The City may at its discretion distribute approximately 100,000 cubic metres of non engineered fill on the Owners’ Lands in accordance with the accepted engineering drawings.

h) The City shall remove excess topsoil and fill related to the City Works totalling approxiimately 300,000 cubic metres from the Lands and dispose of it off site.

i) The City shall place noniengineered fill and rough grade and seed the Owners’ Lands in a cordance with the accepted engineering drawings. The City will t ot engineer any surplus fill not associated with the City’s Works, bbt may coordinate the engineering of any fill with the Owners or other parties. The Owners’ agree to cover the cost to engineer approximately 100,000 cubic metres of fill on their Lands, if engineering is required.

j) The City shall be respon ible to remove any contaminated fill or fill which cannot be engin ered within the lands to be dedicated to

k) The City shall carry ou( restoration of the Lands in accordance with the accepted engi+ering drawings in a timely manner once each stage of constructibn of the City’s Works is completed.

I) The City shall install the maintenancelpedestrian pathway within and leading to the Heard Drain Corridor.

m) The City shall hydro se d the area which has been disturbed as a result of this constructio ‘r in a timely manner once each been of construction of the works is completed.

n) The City shall have a port prepared by a qualified consultant, and if necessary a det iled hydrogeological investigation carried out by a qualified con ultant, to determine the effects of the construction associated with construction of the City’s Works on the existing ground wat r elevations and domestic or farm wells in the area, to the satisfact on of the City Engineer. If necessary, the report is to also addres any contamination impacts that may be anticipated or experien 1 d as a result of the said construction. Any recommendations utlined in the report are to be reviewed and approved by the 4 t y Engineer, prior to any work on site. Should any remedial wprks be recommended in the report, the City shall complete thes$ works.

0) It is hereby recognize4 that existing vegetation andlor existing wells in the area of the ILands may be dependent on the existing groundwater conditions(in and adjacent to the Lands. To this effect, the City shall idplement sufficient short term measures, such as following prop r dewatering procedures, ‘and long term measures, in accor 4 ance with recommendations of its Professional Engineer, prior to and during the regrading and construction of services nd structures within the Lands, to ensure that the existing hydrog ological regime within and adjacent to the Lands will not be advers ly affected.

p) The City shall ens re dust suppression measures are implemented during al phases of construction. Further, all

debris at the cost of the hity.

q) The City shall ensure thb drainage patterns of adjacent properties shall not be adversely di turbed.

r) No on-site burning of aterial or any other type of burning shall take place without prior pproval of the Fire Department.

s) Staging of this servicing project will be at the discretion of the General Manager-and th$ City Engineer.

the City. T

i

4 existing city streets are 1 to be maintained clear of dirt, mud and

t) Any work undertaken by the City is entirely at the City’s own risk and expense.

6. OWNER’S CLAIMS FROM CITY SERVICES RESERVE FUND

The Owners shall undertake the claimable Owner‘s work, listed below in the anticipated Owner’s claims against the Fund, at the Owner’s entire expense as a capital cost incurred on behalf of the City and as authorized by the City subject to the provisions of this section.

If the Owner alleges an entitlement to any reimbursement or payment from the City Services Reserve Fund (the “Fund”) either as a result of the terms hereof or pursuant to the requirements of City of London By-law C.P.-1440-167 as amended (the “Development Charges By-Law“), the Owner may make application to the said Fund for payment of the sum alleged to be owing, and as confirmed by the City Engineer and the payment will be made pursuant to the by-law and any policy established by Council to govern the administration of the said Fund.

It is further understood by the Owner that no words or phrases used in this Agreement relating to the calculation of any credits due the Owner or entitlements from the Fund or elsewhere shall be interpreted as an obligation or promise on the part of the City to pay from the said Fund except in conformity with the By-law and policies governing the administration thereof as provided in this clause and no payment shall be made except from the said Fund and only after appropriate application is made as herein set out.

The City may plead this Agreement as an estoppel against any application or action whatsoever to challenge the validity of this Agreement, the Development Charges By-law or the Fund. In addition, the Owner agrees that in the event that the Fund does not have sufficient funds to pay the Owner’s claim by reason of an order or judgment of a Court of Law that or that the Development Charges By-law is void or invalid for any reason, the Owner will not seek further or other reimbursement from the City.

If the Owner undertakes work subject to a claim under this section it shall not seek a credit under section 38 of the Development Charges Act and this clause may be pleaded in any complaint, action, application or appeal to any court or tribunal in which the Owner who is entitled to make a claim against the Fund seeks a credit under Section 38.

The anticipated Owner’s claims against the Fund are:

(i)

(ii)

for the accepted EA and its addendum excluding costs related to any ”bump up” of the accepted EA ;

for dedicating to the City lands for stormwater management (SWM) purposes required for the City’s works including costs related to survey and transfer of the lands. Land Values shall be determined by the current rules for the Urban Works Reserve Fund section of the Development Charges By-law. The calculation of land areas and categorization of the land (Table or other) shall be satisfactory to the City Engineer.

for survey and legal cqsts related to any temporary easements required by this Agreement. Temporary or permanent easement lands are not claimable;

(iii)

The Owner‘s claim against the Fund for the stormwater management works described in condition (ii) above, shall be subject to the following:

(a) if the actual total claim for the said stormwater management works, including land costs, exceeds $250,000 then the payment

to the Owner from the Fund is to be made in two or more installments, but no installment shall exceed $250,000;

if the total derived by adding the amount of any installment due to be paid to the aggregate of all preceding paid installments exceeds $250,000, the City may postpone payment from the Fund of the installment due to be paid until after the elapse of a twelve month period from the payment date of the immediately preceding paid installment (notwithstanding that the balance of the Fund at any relevant time in the twelve month period following the immediately preceding paid installment may be sufficient to make payment to the Owner of the installment due to be paid);

the time of receipt by the City of the Owner's application for payment of the installment due to be paid mentioned in condition 28(a)(5) shall be deemed to be on the first anniversary date of the payment of the immediately preceding paid installment, in place of the earlier time when the application was actually received by the City.

The Owner shall ensure that all claims against the Fund shall be submitted after the permanent works are constructed in accordance with the approved Environmental Assessment for the Heard Drain as required herein.

(b)

(c)

7. SCHOOL SITE

The City and Claybar agree that the secondary school site on the Claybar Lands is a priority and the London District Catholic School Board under its agreement with Claybar requires that all required municipal services to the school site be completed sufficiently that a building permit is obtainable by the London District Catholic School Board from the City by November 30, 2010. To this end, the City and Claybar agree to work co-operatively with a view to ensuring that construction of the secondary school site can be commenced by such date. In addition, the City and Claybar recognize that in completing their respective works related to servicing multiple contractors may be engaged on the Lands and co-ordination of such contractors to avoid conflicts will need to be managed by the City and Claybar.

8. SWM FACILITY 4

In the event the City requires the use of SWM Facility 4 in connection with the City's Works then the City agrees to accept from Foxhollow prior, to construction of the City Works, an assignment and dedication of the permanent SWM Faciity 4 following which the City agrees to assume all operating, maintenance monitoring, repair and landscaping responsibilities in relation to SWM Faciity 4 to the intent that Foxhollow shall be released from all obligations in respect to SWM Facility 4 including any security held by the City in respect thereof.

9. NOTICE

Any notices required or permitted to be given pursuant to the terms of this Agreement shall be given in writing sent by prepaid registered post, addressed in the case of notice given by the City to:

Auburn Developments Inc., XXXXXXXXXXXXXXX, London, Ontario;

Claybar Developments Inc., XXXXXXXXXXXXXXXX, London, Ontario;

Clarke Family Holdings, XXXXXXXXXXXXXXx, London, Ontario;

Landea Developments Inc., XMXXXXXXXXXXXx, London, Ontario;

=

=

Foxhollow Developments Inc., -, London, Ontario; and,

in the case of notice given by the Owner@), addressed to: The City Clerk, P.O. 5035, London, Ontario N6A 4L9.

. Notice shall conclusively be deemed to have been given on the day that the same is posted. Wherever in this Agreement the City Engineer is permitted or required to give direction, exercise supervision, or to require work to be done or work to cease in respect of the construction, installation, repair and maintenance of works and services, he shall be deemed to have done so if he communicates such direction, supervision or requirement, orally or in writing, to any person purporting or appearing to be a foreman, superintendent or other servant of the Owner, and if the City Engineer shall have made such communication orally he shall confirm such communication in writing as soon as conveniently possible.

IN THIS AGREEMENT the singular shall include the plural and the neuter shall include the masculine or feminine as the context may require, and if there are more than one Owner the covenants of such Owner shall be joint and several.

IN WITNESS WHEREOF the parties hereto have hereunto caused to be affixed their respective corporate seals attested by the hands of their proper officers, and any party not a corporation has hereunto set his hand and seal the day and year first above written.

SIGNED, SEALED AND DELIVERED) THE CORPORATION OF THE CITY OF LONDON

j Name:

1 1 ) 1 )

1 1

Title: President, Claybar Developments Inc,

Name: Title: President, Foxhollow Developments Inc.

Name: Title: President, Auburn Developments Inc.

Name: Title: President, Clarke Family Holdings

Name: Title: President, Landea Developments Inc.

THE CORPORATION OF THE CITY OF LONDON

MAYOR AND CLERK

SCHEDULE “A”

This is Schedule “A” to the Subdivision Agreement dated this

between The Corporation of the City of London and

and forms a part.

day of , 2008, to which it is attached

ALL AND SINGULAR that certain parcel or tract of land and premises, lying, being and situate on:

Claybar - Part of Lot 23, Concession 5 and also known as 1 1 39 Fanshawe Park Road West (090460057000000) being . . . XXXXXXXXXX

Auburn - Part of Lot 23, Concession 5 and also known as 1284 and 1288 Sunningdale Road West and the northerly portion of 1 1 39 Fanshawe Park Road West (090460057000000, 0904501 81 000000 & 0904501 82000000) being .. . XXXXXXXXXXXXXXXXXXX

Clarke - Part of Lot 22, Concession 5 and also known as 1196 Sunningdale Road West (0904501 83000000) being.. . P

Landea - Part of Lot 22, Concession 5 and also known as 995 Fanshawe Park Road West (090450200000000) being.. . XXXXXXXXXXXXXXXXXXXX ; and

Foxhollow - Plan 33M564 BLK 282 also known as 895 Fanshawe Park Road West (090450769050000)

SCHEDULE "L"

This is Schedule "L" to the Subdivision Agreement dated this

between The Corporation of the City of London and

and forms a part.

day of , 2009,

to which it is attached

THIS EASEMENT made this - day of ,2009.

B E T W E EN:

[TRANSFEROR]

(Hereinafter called the 'Transferor")

- and - OF THE FIRST PART

THE CORPORATION OF THE CITY OF LONDON

(Hereinafter called the "Transferee") OF THE SECOND PART

WHEREAS the Transferor is seized of the lands and premises herein described, and has agreed to transfer to the Transferee a multi-purpose easement for municipal services in, over and upon the said Lands;

AND WHEREAS Section 91(2) of the Municioal Act, S.O. 2001, c. 25, as amended provides that an easement of a public utility provided by a municipality does not have to be appurtenant or annexed to or for the benefit of any specific parcel of land to be valid;

NOW THEREFORE THIS INDENTURE WITNESSETH that in consideration of the sum of ONE DOLLAR ($1 .OO), of lawful money of Canada now paid by the Transferee to the Transferor (the receipt and sufficiency of which is hereby acknowledged), the Transferor DOTH GRANT unto the Transferee, its successors and assigns, the full, free and uninterrupted right, liberty, privilege and easement in gross to install, construct, reconstruct, repair, clean, maintain, inspect and use as part of the Municipal Services system of the City of London and as appurtenant thereto, and for all times hereafter, sewers, watermains, electrical cables, communications cables, conduits and other municipal services of such kind, size, type and number as the Transferee may from time to time determine necessary including the right to strip soil, excavate, grade and store soil and other materials on the Lands (the "Municipal Services"), in, through, over, on and under that part of the lands of the Transferor more particularly described as [DESCRIPTION] (the "Lands"), for the purpose of construction of the Heard Drain, SWM facilities 2 and 3 and sanitary trunk sewer (the 'Works").

TOGETHER WITH the full right, liberty, privilege and easement unto the Transferee, its successors and assigns, and its and their servants, agents, work people, contractors and others designated by it and them, from time to time, to enter upon the said Lands, with or without tools, machinery, equipment and vehicles, for the purposes aforesaid and to enter as aforesaid upon the adjoining lands of the Transferor in order to obtain access to and from the said Lands.

AND TOGETHER WITH the full right, liberty, privilege and easement unto the Transferee, its successors and assigns, and its and their servants, agents, work people, contractors and others designated by it and them, from time to time, to enter upon the said Lands, with or without tools, machinery, equipment and vehicles, for the purpose of obtaining access to abutting lands owned by the Transferee or to abutting lands in which Municipal Services are installed.

IT SHALL BE LAWFUL for the Transferee and its successors and assigns to exercise and enjoy the rights, liberties and privileges hereby granted without being liable for any interference, loss of use or loss of profit which shall or may be thereby caused to the said lands or to the owners and occupiers thereof from time to time, and the Transferee shall have the right to cut down or remove any brush, trees, shrubs, fences, pavements, ramps, curbs and other objects or structures as may be necessary or convenient in the exercise of the rights and privileges hereby

- granted and likewise to excavate and remove the soil and surfacings for the purposes aforesaid.

THE TRANSFEREE COVENANTS with the Transferor that it will restore the said Lands to the approximate condition which existed immediately prior to each and every entry upon the said Lands, excluding the replacement of brush and trees and structures. Restoration of hard surfaces will be at the sole discretion of the Transferee unless the surface predated the acquisition of this easement or was subsequently constructed as part of a development approved by the Transferee.

AND THE TRANSFEREE COVENANTS with the Transferor to transfer, release and abandon the easement hereby granted upon completion of the Works to the satisfaction of the Transferee’s General Manager of Engineering and Environmental Services.

THE TRANSFEROR COVENANTS that no buildings or Other structures shall be erected on or over the Lands described herein without the written consent of the Engineer of the Transferee or his designate.

THE TRANSFEROR FURTHER COVENANTS that it has the right to convey the rights, liberties, privileges and easements hereby granted and will execute such further assurances as may be requisite to give full effect to this indenture.

IT IS HEREBY AGREED that the covenants and agreements on the part of the Transferor shall run with the Lands of the Transferor, and these shall enure to the benefit of and be binding upon the respective successors, heirs, executors, administrators and assigns of the parties hereto.

WHERE THE context requires, the masculine shall be construed as feminine or neuter and the singular shall be construed as plural.