Common use of Assignment and Dealings Clause in Contracts

Assignment and Dealings. 15.1 If the Developer proposes to enter into a Prescribed Transaction or attempts or purports to do so, the Developer must seek the consent of Council which consent is not to be unreasonably withheld, and, if required, the Developer must: (a) at no cost to Council, procure the execution by the incoming party of an Agreement in favour of Council on the same terms as this Agreement as if the incoming party were a Party to this Agreement; and (b) not be in breach of its obligations under this Agreement. 15.2 For the purposes of sub-clause 15.1(b) the Developer is not in breach of its obligation under this Agreement in the event that: (a) the Developer provided at least fourteen days’ notice in writing of a Prescribed Transaction to Council and either of the provisions of sub-clauses (i) or (ii) applies: (i) the Developer confirms to the Council and the Council is satisfied that the Developer is not in breach of its obligations under this Agreement at the time of the proposed Prescribed Transaction; or (ii) in the event that the Council identifies that the Developer is in breach of its obligations under this Agreement the Council gives notice in writing of the breach to the Developer providing the Developer with a period of fourteen days to rectify the breach and the Developer rectifies the breach to satisfaction of the Council, acting reasonably, within the fourteen days period (or such further period agreed to between the Council and the Developer). 15.3 The provisions of clause 15.1 do not apply to, and the consent of Council is not required under this Agreement, in relation to the following: (a) a mortgage or charge against the Land in circumstances where the mortgagee or chargee is bound by this Agreement; (b) the Developer entering into a contract for an off-the-plan sale, however the Developer must obtain consent of Council to effect settlement of those sales; (c) dealings directly involving the consolidation of the lots comprising the Land; (d) any service easements, positive covenants and restrictions on the use of the Land required by utility service providers or New South Wales government agencies or authorities, in accordance with the Development Consent, provided that grant of such easements, covenants and restrictions will not impact, impede or prohibit in any way delivery of the Public Works Contribution under this Agreement. 15.4 For the purposes of sub-clause 15.3(b) the Developer is not required to obtain consent of Council provided that the following provisions are satisfied: (a) the Developer has complied with all provisions of sub-clause 5.4(c) of this Agreement; and (b) the Monetary Contribution has been delivered to the Council on or before Monetary Contribution Development Contribution Date; and (c) the Public Works Contribution has been delivered to the Council in accordance with sub-clauses 5.4(a) and 5.4(b) on or before Public Works Contribution Development Contribution Date; and

Assignment and Dealings. 15.1 If 14.1 The Developer must procure from any mortgagee in relation to the Land an acceptance of the terms of this Agreement and an acknowledgement that the mortgagee will adhere to the provisions of this agreement if it takes possession of the Land as mortgagee in possession. 14.2 Unless the Developer proposes has complied with all its obligations under this Agreement (except to enter into a Prescribed Transaction or attempts or purports the extent it is impractical as to do sotiming in relation to the Water Reservoir and Associated Delivery System Contribution), the Developer must seek the consent of Council which consent is not to be unreasonably withhelddo any or the following: 14.2.1 transfer or dispose of the whole or any part of their right, and, if required, title or interest in the Land to any person or 14.2.2 assign or novate to any person the Developer's rights or obligations under this Agreement. 14.3 Notwithstanding clause 14.2 Council may consent in writing to the Developer mustdoing any of the things referred to therein if: (a) 14.3.1 the Council is satisfied, acting reasonably, that the proposed transferee is financially capable of complying with the Developer's obligations under this Agreement; and 14.3.2 the Council is satisfied that its rights will not be diminished or fettered in any way; and 14.3.3 the Developer has, at no cost to Council, procure first procured the execution by the incoming party of person to whom the Developer's rights or obligations under this Agreement are to be assigned or novated, an Agreement agreement in favour of Council on under which that person agrees to comply with all the same terms as this Agreement as if outstanding obligations of the incoming party were a Party to Developer under this Agreement; and (b) not be 14.3.4 any default by the Developer under the provisions of this Agreement have been remedied by the Developer or waived by the Council; and 14.3.5 The Developer and the proposed transferee must pay the Council’s reasonable costs in breach relation to any assignment or novation of its the rights and obligations under this Agreement. 15.2 14.4 Clause 14 does not restrict or prevent the Developer from the sale or transfer of any lots within the Development to a purchaser. 14.5 For the purposes avoidance of sub-doubt nothing in this clause 15.1(b) affects the obligations of the Developer is not to pay the Water Reservoir and Associated Delivery System Contribution as set out in breach Item 3 of its obligation under this Agreement in the event that: (a) the Developer provided at least fourteen days’ notice in writing Schedule 2 of a Prescribed Transaction to Council and either of the provisions of sub-clauses (i) or (ii) applies: (i) the Developer confirms to the Council and the Council is satisfied that the Developer is not in breach of its obligations under this Agreement at the time of the proposed Prescribed Transaction; or (ii) in the event that the Council identifies that the Developer is in breach of its obligations under this Agreement the Council gives notice in writing of the breach to the Developer providing the Developer with a period of fourteen days to rectify the breach and the Developer rectifies the breach to satisfaction of the Council, acting reasonably, within the fourteen days period (or such further period agreed to between the Council and the Developer). 15.3 The provisions of clause 15.1 do not apply to, and the consent of Council is not required under this Agreement, in relation to the following: (a) a mortgage or charge against the Land in circumstances where the mortgagee or chargee is bound by this Agreement; (b) the Developer entering into a contract for an off-the-plan sale, however the Developer must obtain consent of Council to effect settlement of those sales; (c) dealings directly involving the consolidation of the lots comprising the Land; (d) any service easements, positive covenants and restrictions on the use of the Land required by utility service providers or New South Wales government agencies or authorities, in accordance with the Development Consent, provided that grant of such easements, covenants and restrictions will not impact, impede or prohibit in any way delivery of the Public Works Contribution under this Agreement. 15.4 For the purposes of sub-clause 15.3(b) the Developer is not required to obtain consent of Council provided that the following provisions are satisfied: (a) the Developer has complied with all provisions of sub-clause 5.4(c) of this Agreement; and (b) the Monetary Contribution has been delivered to the Council on or before Monetary Contribution Development Contribution Date; and (c) the Public Works Contribution has been delivered to the Council in accordance with sub-clauses 5.4(a) and 5.4(b) on or before Public Works Contribution Development Contribution Date; and

Assignment and Dealings. 15.1 17.1 If this Agreement is not registered on the title to the Land, and if the Developer should propose to sell the Land or any part thereof then it shall: (i) within seven (7) days of listing the Land or any part thereof for sale, either through an agent or privately, notify the Council of such intention; (ii) as a condition of any sale, require that the incoming purchaser enter into with Council a like agreement to this present Agreement in which substantially the same covenants as set out herein shall apply; (iii) within seven (7) days of exchange of contracts for the sale, notify the Council of the sale and provide the Council with a copy of the contract; (iv) within twenty one (21) days of receipt from the Council of a replacement agreement between the Council and the purchaser substantially in the form of this Agreement, have it executed by the purchaser and return it to the Council; (v) that if this Agreement is not registered on the title to the Land, and if the Developer should propose otherwise than by sale to transfer or assign its interest in the Land or any part thereof to a transferee or assignee, then it shall before effecting such assignment or transfer have the incoming transferee or assignee enter into an agreement with the Council substantially in the form of this Agreement insofar as concerns the interest assigned or transferred and shall provide same to the Council. 17.2 If the Agreement is registered on title: (i) Should the Developer proposes intend to enter into a Prescribed Transaction or attempts or purports to do sosell, transfer, assign, novate, charge, encumber of otherwise deal with the Land, the Developer must seek notify Council 10 business days prior to the consent of Council which consent assignment or dealing; (ii) If the Land is not to be unreasonably withheld, and, if requiredsold or transferred, the Developer must: (a) at no cost to Council, procure must assign or novate the execution by the incoming party of an obligations under this Agreement in favour of Council on the same terms as this Agreement as if the incoming party were a Party to this Agreement; and (b) not be in breach of its obligations under this Agreement. 15.2 For 17.4 In the purposes of sub-clause 15.1(b) event the Developer is not in breach of its obligation under this Agreement in the event that: (a) the Developer provided at least fourteen days’ notice in writing of a Prescribed Transaction to Council and either of the provisions of sub-clauses (i) or (ii) applies: (i) the Developer confirms to the Council and the Council is satisfied that the Developer is not in breach of its obligations under this Agreement at the time of the proposed Prescribed Transaction; or (ii) in the event that the Council identifies that the Developer is in breach of its obligations under this Agreement the Council gives notice in writing of the breach to the Developer providing the Developer with a period of fourteen days to rectify the breach and the Developer rectifies the breach to satisfaction of the Council, acting reasonably, within the fourteen days period (or such further period agreed to between the Council and the Developer). 15.3 The provisions of clause 15.1 do not apply to, and the consent of Council is not required under this Agreement, in relation to the following: (a) a mortgage or charge against the Land in circumstances where the mortgagee or chargee is bound by this Agreement; (b) the Developer entering enters into a contract for an off-the-plan salethe sale of the Land, however the Developer must obtain consent (as vendor) shall . disclose to the Purchaser the existence of Council to effect settlement of those sales; (c) dealings directly involving the consolidation of the lots comprising the Land; (d) any service easements, positive covenants and restrictions on the use of the Land required by utility service providers or New South Wales government agencies or authorities, in accordance with the Development Consent, provided that grant of such easements, covenants and restrictions will not impact, impede or prohibit in any way delivery of the Public Works Contribution under this Agreement. 15.4 For the purposes of sub-clause 15.3(b) the Developer is not required to obtain consent of Council provided that the following provisions are satisfied: (a) the Developer has complied with all provisions of sub-clause 5.4(c) of this Agreement; and (b) the Monetary Contribution has been delivered to the Council on or before Monetary Contribution Development Contribution Date; and (c) the Public Works Contribution has been delivered to the Council in accordance with sub-clauses 5.4(a) and 5.4(b) on or before Public Works Contribution Development Contribution Date; and

Assignment and Dealings. 15.1 If 34.1 The Developer may not sell, transfer, assign or novate or similarly deal with (referred to in this clause as “Dealing”) its right, title or interest in the Land (if any) other than a Final Lot or a part of the Land to be transferred or dedicated to a third party under this Agreement, or its rights or obligations under this Agreement, or allow any interest in them to arise or be varied, in each case, without the Council’s consent (which shall not be unreasonably withheld). 34.2 The Council shall not withhold its consent under clause 34.1 if: 34.2.1 the Developer proposes to enter into a Prescribed Transaction is not in breach of this Agreement, or attempts or purports to do soif the Developer is in breach of the Agreement, the Developer must seek can demonstrate to Council’s reasonable satisfaction that it is taking action to remedy the consent of Council which consent is not to be unreasonably withheldbreach, and, if required, 34.2.2 the Developer must: (a) at no cost to Councilhas undertaken due diligence and reasonably considers that the purchaser, procure the execution by the incoming party transferee, assignee or novatee, is reasonably capable of an Agreement in favour of Council on the same terms as this Agreement as if the incoming party were a Party to performing its obligations under this Agreement; and (b) not be in breach 34.2.3 the Developer provides evidence, including such additional evidence that the Council requires, to the Council’s reasonable satisfaction to substantiate its view that the purchaser, transferee, assignee or novatee, is reasonably capable of performing its obligations under this Agreement. 15.2 For 34.3 The Developer must give the purposes Council no less than 40 Business Days notice in writing of sub-clause 15.1(b) the proposed Dealing and the Council must advise the Developer is not within 20 Business Days whether it will consent to the Dealing, subject to clause 34.4. 34.4 Subject to clause 34.12, prior to any such sale, transfer, assignment, charge, encumbrance or novation, the Developer must: 34.4.1 procure that the transferee, assignee or novatee executes and delivers to the Council prior to any such Dealing taking effect, a deed in breach favour of its obligation under this Agreement the Council in form and substance acceptable to the event thatCouncil (acting reasonably) whereby, subject to clauses 34.5 and 34.6: (a) the Developer provided at least fourteen days’ notice in writing of a Prescribed Transaction purchaser, transferee, assignee or novatee becomes contractually bound with the Council to Council and either perform all of the provisions of sub-clauses (i) or (ii) applies: (i) the Developer confirms to the Council and the Council is satisfied that the Developer is not in breach of its Developer’s obligations under this Agreement at (including obligations which may have arisen before the time of transfer, assignment or novation takes effect), or on such other terms as agreed by the proposed Prescribed Transaction; or (ii) in the event that the Council identifies that the Developer is in breach of its obligations under this Agreement the Council gives notice in writing of the breach to the Developer providing the Developer with a period of fourteen days to rectify the breach and the Developer rectifies the breach to satisfaction of the Council, acting reasonably, within the fourteen days period (or such further period agreed to between the Council and the Developer). 15.3 The provisions of clause 15.1 do not apply to, and the consent of Council is not required under this Agreement, in relation to the following: (a) a mortgage or charge against the Land in circumstances where the mortgagee or chargee is bound by this AgreementParties; (b) the Developer entering into a contract for an off-the-plan salepurchaser, however transferee, assignee or novatee has the Developer must obtain consent benefit of Council to effect settlement of those sales; (c) dealings directly involving all the consolidation of the lots comprising the Land; (d) any service easements, positive covenants and restrictions on the use of the Land required by utility service providers or New South Wales government agencies or authorities, in accordance with the Development Consent, provided that grant of such easements, covenants and restrictions will not impact, impede or prohibit in any way delivery of the Public Works Contribution Developer’s rights under this Agreement. 15.4 For , or on such other terms as agreed by the purposes of sub-clause 15.3(b) the Developer is not required to obtain consent of Council provided that the following provisions are satisfied: (a) the Developer has complied with all provisions of sub-clause 5.4(c) of this Agreement; and (b) the Monetary Contribution has been delivered to the Council on or before Monetary Contribution Development Contribution DateParties; and (c) the Public Works Contribution has been delivered Developer is released from its Future Obligations under this Agreement. 34.5 Subject to clause 34.12, the Parties agree that a purchaser, transferee, assignee or novatee in a Dealing under this clause of part only of the Land, shall be contractually bound with the Council under clause 34.4.1(a) only in relation to those Future Obligations that relate to that part of the Land in which the purchaser, transferee, assignee or novatee receives a right, title or interest from the Developer, and the Developer shall remain liable for the remainder of the Future Obligations. 34.6 If the Developer, in its absolute discretion, provides the Council with a deed of guarantee or an agreement between the Developer and the purchaser, transferee, assignee or novatee in terms reasonably satisfactory to the Council Council, under which the Developer undertakes to meet the Future Obligations of the purchaser, transferee, assignee or novatee (determined in accordance with sub-clause 34.2), the Parties agree that the purchaser, transferee, assignee or novatee is not liable under this Agreement to the extent of the Developer’s guarantee. 34.7 If another Authority takes over the functions of the Council under this Agreement, or if the Council determines that it is desirable for this to happen, then the Council may assign or novate or otherwise deal with its rights and obligations under this Agreement to give effect to this change, and the Developer agrees to enter into such documentation, at the cost of the Council, as may be necessary to confer on the new Authority the rights and obligations of the Council under this Agreement. 34.8 Normally any such action would take place by a statutory novation or delegation. However, this clause applies to the extent that it is necessary. 34.9 Without limiting clause 39, the Council must not otherwise deal with its rights and obligations under this Agreement. 34.10 For the purposes of, but without limiting clause 34.1, an assignment by the Developer of its rights or obligations under this Agreement will be deemed to have occurred where there has been a Change of Control, except that clauses 5.4(a) and 5.4(b) on or before Public Works Contribution Development Contribution Date; and34.4 to 34.6 will not apply to that assignment. . 34.11 For the purposes of clause 34.10:

Assignment and Dealings. 15.1 17.1 If this Agreement is not registered on the title to the Land, and if the Developer should propose to sell the Land or any part thereof then it shall: (i) within seven (7) days of listing the Land or any part thereof for sale, either through an agent or privately, notify the Council of such intention; (ii) as a condition of any sale, require that the incoming purchaser enter into with Council a like agreement to this present Agreement in which substantially the same covenants as set out herein shall apply; (iii) within seven (7) days of exchange of contracts for the sale, notify the Council of the sale and provide the Council with a copy of the contract; (iv) within twenty one (21) days of receipt from the Council of a replacement agreement between the Council and the purchaser substantially in the form of this Agreement, have it executed by the purchaser and return it to the Council; (v) that if this Agreement is not registered on the title to the Land, and if the Developer should propose otherwise than by sale to transfer or assign its interest in the Land or any part thereof to a transferee or assignee, then it shall before effecting such assignment or transfer have the incoming transferee or assignee enter into an agreement with the Council substantially in the form of this Agreement insofar as concerns the interest assigned or transferred and shall provide same to the Council. 17.2 If the Agreement is registered on title: (i) Should the Developer proposes intend to enter into a Prescribed Transaction or attempts or purports to do sosell, transfer, assign, novate, charge, encumber of otherwise deal with the Land, the Developer must seek notify Council 10 business days prior to the consent of Council which consent assignment or dealing; (ii) If the Land is not to be unreasonably withheld, and, if requiredsold or transferred, the Developer must: (a) at no cost to Council, procure must assign or novate the execution by the incoming party of an obligations under this Agreement in favour of Council on the same terms as this Agreement as if the incoming party were a Party to this Agreement; and (b) not be in breach of its obligations under this Agreement. 15.2 For the purposes of sub-clause 15.1(b) the Developer is not in breach of its obligation under this Agreement in the event that: (a) the Developer provided at least fourteen days’ notice in writing of a Prescribed Transaction to Council and either of the provisions of sub-clauses (i) or (ii) applies: (i) the Developer confirms to the Council and the Council is satisfied that the Developer is not in breach of its obligations under this Agreement at the time of the proposed Prescribed Transaction; or (ii) in the event that the Council identifies that the Developer is in breach of its obligations under this Agreement the Council gives notice in writing of the breach to the Developer providing the Developer with a period of fourteen days to rectify the breach and the Developer rectifies the breach to satisfaction of the Council, acting reasonably, within the fourteen days period (or such further period agreed to between the Council and the Developer). 15.3 The provisions of clause 15.1 do not apply to, and the consent of Council is not required under this Agreement, in relation to the following: (a) a mortgage or charge against the Land in circumstances where the mortgagee or chargee is bound by this Agreement; (b) the Developer entering into a contract for an off-the-plan sale, however the Developer must obtain consent of Council to effect settlement of those sales; (c) dealings directly involving the consolidation of the lots comprising the Land; (d) any service easements, positive covenants and restrictions on the use of the Land required by utility service providers or New South Wales government agencies or authorities, in accordance with the Development Consent, provided that grant of such easements, covenants and restrictions will not impact, impede or prohibit in any way delivery of the Public Works Contribution under this Agreement. 15.4 For the purposes of sub-clause 15.3(b) the Developer is not required to obtain consent of Council provided that the following provisions are satisfied: (a) the Developer has complied with all provisions of sub-clause 5.4(c) of this Agreement; and (b) the Monetary Contribution has been delivered to the Council on or before Monetary Contribution Development Contribution Date; and (c) the Public Works Contribution has been delivered to the Council in accordance with sub-clauses 5.4(a) and 5.4(b) on or before Public Works Contribution Development Contribution Date; and

Assignment and Dealings. 15.1 17.1 If this Agreement is not registered on the title to the Land, and if the Developer should propose to sell the Land or any part thereof then it shall: (i) within seven (7) days of listing the Land or any part thereof for sale, either through an agent or privately, notify the Council of such intention; (ii) as a condition of any sale, require that the incoming purchaser enter into with Council a like agreement to this present Agreement in which substantially the same covenants as set out herein shall apply; (iii) within seven (7) days of exchange of contracts for the sale, notify the Council of the sale and provide the Council with a copy of the contract; (iv) within twenty one (21) days of receipt from the Council of a replacement agreement between the Council and the purchaser substantially in the form of this Agreement, have it executed by the purchaser and return it to the Council; (v) that if this Agreement is not registered on the title to the Land, and if the Developer should propose otherwise than by sale to transfer or assign its interest in the Land or any part thereof to a transferee or assignee, then it shall before effecting such assignment or transfer have the incoming transferee or assignee enter into an agreement with the Council substantially in the form of this Agreement insofar as concerns the interest assigned or transferred and shall provide same to the Council. 17.2 If the Agreement is registered on title: (i) Should the Developer proposes intend to enter into a Prescribed Transaction or attempts or purports to do sosell, transfer, assign, novate, charge, encumber of otherwise deal with the Land, the Developer must seek notify Council 10 business days prior to the consent of Council which consent assignment or dealing; (ii) If the Land is not to be unreasonably withheld, and, if requiredsold or transferred, the Developer must: (a) at no cost to Council, procure must assign or novate the execution by the incoming party of an obligations under this Agreement in favour of Council on the same terms as this Agreement as if the incoming party were a Party to this Agreement; and (b) not be in breach of its obligations under this Agreement. 15.2 For 17.4 In the purposes of sub-clause 15.1(b) event the Developer is not in breach of its obligation under this Agreement in the event that: (a) the Developer provided at least fourteen days’ notice in writing of a Prescribed Transaction to Council and either of the provisions of sub-clauses (i) or (ii) applies: (i) the Developer confirms to the Council and the Council is satisfied that the Developer is not in breach of its obligations under this Agreement at the time of the proposed Prescribed Transaction; or (ii) in the event that the Council identifies that the Developer is in breach of its obligations under this Agreement the Council gives notice in writing of the breach to the Developer providing the Developer with a period of fourteen days to rectify the breach and the Developer rectifies the breach to satisfaction of the Council, acting reasonably, within the fourteen days period (or such further period agreed to between the Council and the Developer). 15.3 The provisions of clause 15.1 do not apply to, and the consent of Council is not required under this Agreement, in relation to the following: (a) a mortgage or charge against the Land in circumstances where the mortgagee or chargee is bound by this Agreement; (b) the Developer entering enters into a contract for an off-the-plan salethe sale of the Land, however the Developer must obtain consent (as vendor) shall disclose to the Purchaser the existence of Council to effect settlement of those sales; (c) dealings directly involving the consolidation of the lots comprising the Land; (d) any service easements, positive covenants and restrictions on the use of the Land required by utility service providers or New South Wales government agencies or authorities, in accordance with the Development Consent, provided that grant of such easements, covenants and restrictions will not impact, impede or prohibit in any way delivery of the Public Works Contribution under this Agreement. 15.4 For the purposes of sub-clause 15.3(b) the Developer is not required to obtain consent of Council provided that the following provisions are satisfied: (a) the Developer has complied with all provisions of sub-clause 5.4(c) of this Agreement; and (b) the Monetary Contribution has been delivered to the Council on or before Monetary Contribution Development Contribution Date; and (c) the Public Works Contribution has been delivered to the Council in accordance with sub-clauses 5.4(a) and 5.4(b) on or before Public Works Contribution Development Contribution Date; and

Assignment and Dealings. 15.1 If the Developer proposes to enter into a Prescribed Transaction or attempts or purports to do so, the Developer must seek the consent of Council which consent is not to be unreasonably withheld, and, if required, the Developer must: (a) at no cost to Council, procure the execution by the incoming party of an Agreement in favour of Council on the same terms as this Agreement as if the incoming party were a Party to this Agreement; and (b) not be in breach of its obligations under this Agreement. 15.2 For the purposes of sub-clause 15.1(b) the Developer is not in breach of its obligation under this Agreement in the event that: (a) the Developer provided at least fourteen days’ notice in writing of a Prescribed Transaction to Council and either of the provisions of sub-clauses (i) or (ii) applies: (i) the Developer confirms to the Council and the Council is satisfied that the Developer is not in breach of its obligations under this Agreement at the time of the proposed Prescribed TransactionTransaction ; or (ii) in the event that the Council identifies that the Developer is in breach of its obligations under this Agreement the Council gives notice in writing of the breach to the Developer providing the Developer with a period of fourteen days to rectify the breach and the Developer rectifies the breach to satisfaction of the Council, acting reasonably, within the fourteen days period (or such further period agreed to between the Council and the Developer). 15.3 The provisions of clause 15.1 do not apply to, and the consent of Council is not required under this Agreement, in relation to the following: (a) a mortgage or charge against the Land in circumstances where the mortgagee or chargee is bound by this Agreement; (b) the Developer entering into a contract for an off-the-plan sale, however the Developer must obtain consent of Council to effect settlement of those sales; (c) dealings directly involving the consolidation of the lots comprising the Land; (d) any service easements, positive covenants and restrictions on the use of the Land required by utility service providers or New South Wales government agencies or authorities, in accordance with the Development Consent, provided that grant of such easements, covenants and restrictions will not impact, impede or prohibit in any way delivery of the Public Works Contribution under this Agreement. 15.4 For the purposes of sub-clause 15.3(b) the Developer is not required to obtain consent of Council provided that the following provisions are satisfied: (a) the Developer has complied with all provisions of sub-clause 5.4(c) of this Agreement; and (b) the Monetary Contribution has been delivered to the Council on or before Monetary Contribution Development Contribution Date; and (c) the Public Works Contribution has been delivered to the Council in accordance with sub-clauses 5.4(a) and 5.4(b) on or before Public Works Contribution Development Contribution Date; and (d) Strata Plan by-laws registered on title of the Land (as subdivided) which satisfy the requirements of provisions of condition 92 of the Development Consent and sub-clause 5.4(c) of this Agreement at no cost to Council and to satisfaction of Council, including, but not limited to reproducing terms of a deed between the Developer and the Council relating to: (i) on-going maintenance and servicing of the Through Site Link and the Public Plaza; and (ii) operation times of the Through Site Link and the Public Plaza; and (iii) funding for renewal of the Through Site Link and the Public Plaza every 20 years as a part of the Strata Plan’s sinking fund and provision of annual financial reports of the fund to the Council; and (iv) restrictions on use of land.

Assignment and Dealings. 15.1 If 34.1 The Developer may not sell, transfer, assign or novate or similarly deal with (referred to in this clause as “Dealing”) its right, title or interest in the Developer proposes to enter into Land (if any) other than a Prescribed Transaction Final Lot, or attempts its rights or purports to do so, the Developer must seek the consent of Council which consent is not to be unreasonably withheld, and, if required, the Developer must: (a) at no cost to Council, procure the execution by the incoming party of an Agreement in favour of Council on the same terms as this Agreement as if the incoming party were a Party to this Agreement; and (b) not be in breach of its obligations under this Agreement, or allow any interest in them to arise or be varied, in each case, without the Council’s consent (which shall not be unreasonably withheld). 15.2 For the purposes of sub-34.2 The Council shall not withhold its consent under clause 15.1(b) 34.1 if: 34.2.1 the Developer is not in breach of its obligation this Agreement, or if the Developer is in breach of the Agreement, the Developer can demonstrate to Council’s reasonable satisfaction that it is taking action to remedy the breach, and 34.2.2 the Council is satisfied, based on evidence procured by the Developer, and any other considerations the Council considers relevant, that the proposed transferee, assignee or novatee has the financial capacity and experience necessary to meet the Developer's obligations under this Agreement Agreement. 34.3 The Developer must give the Council no less than 40 Business Days notice in writing of the event thatproposed Dealing and the Council must advise the Developer within 20 Business Days whether it will consent to the Dealing, subject to clause 34.4. 34.4 Prior to any such sale, transfer, assignment, charge, encumbrance or novation, the Developer must: 34.4.1 procure that the transferee, assignee or novatee executes and delivers to the Council prior to any such Dealing taking effect, a deed in favour of the Council in form and substance acceptable to the Council (acting reasonably) whereby, subject to clauses 34.5 and 34.6: (a) the Developer provided at least fourteen days’ notice in writing of a Prescribed Transaction transferee, assignee or novatee becomes contractually bound with the Council to Council and either perform all of the provisions of sub-clauses (i) or (ii) applies: (i) the Developer confirms to the Council and the Council is satisfied that the Developer is not in breach of its Developer’s obligations under this Agreement at (including obligations which may have arisen before the time of transfer, assignment or novation takes effect), or on such other terms as agreed by the proposed Prescribed Transaction; or (ii) in the event that the Council identifies that the Developer is in breach of its obligations under this Agreement the Council gives notice in writing of the breach to the Developer providing the Developer with a period of fourteen days to rectify the breach and the Developer rectifies the breach to satisfaction of the Council, acting reasonably, within the fourteen days period (or such further period agreed to between the Council and the Developer). 15.3 The provisions of clause 15.1 do not apply to, and the consent of Council is not required under this Agreement, in relation to the following: (a) a mortgage or charge against the Land in circumstances where the mortgagee or chargee is bound by this AgreementParties; (b) the Developer entering into a contract for an off-the-plan saletransferee, however assignee or novatee has the Developer must obtain consent benefit of Council to effect settlement of those sales; (c) dealings directly involving all the consolidation of the lots comprising the Land; (d) any service easements, positive covenants and restrictions on the use of the Land required by utility service providers or New South Wales government agencies or authorities, in accordance with the Development Consent, provided that grant of such easements, covenants and restrictions will not impact, impede or prohibit in any way delivery of the Public Works Contribution Developer’s rights under this Agreement. 15.4 For , or on such other terms as agreed by the purposes of sub-clause 15.3(b) the Developer is not required to obtain consent of Council provided that the following provisions are satisfied: (a) the Developer has complied with all provisions of sub-clause 5.4(c) of this Agreement; and (b) the Monetary Contribution has been delivered to the Council on or before Monetary Contribution Development Contribution DateParties; and (c) the Public Works Contribution has been delivered Developer is released from its Future Obligations under this Agreement. 34.5 The Parties agree that a transferee, assignee or novatee in a Dealing under this clause of part only of the Land, shall be contractually bound with the Council under clause 34.4.1(a) only in relation to those Future Obligations that relate to that part of the Land in which the transferee, assignee or novatee receives a right, title or interest from the Developer, and the Developer shall remain liable for the remainder of the Future Obligations. 34.6 If the Developer, in its absolute discretion, provides the Council with a deed of guarantee or an agreement between the Developer and the transferee, assignee or novatee in terms reasonably satisfactory to the Council Council, under which the Developer undertakes to meet the Future Obligations of the transferee, assignee or novatee (determined in accordance with sub-clause 34.2), the Parties agree that the transferee, assignee or novatee is not liable under this Agreement to the extent of the Developer’s guarantee. 34.7 If another Authority takes over the functions of the Council under this Agreement, or if the Council determines that it is desirable for this to happen, then the Council may assign or novate or otherwise deal with its rights and obligations under this Agreement to give effect to this change, and the Developer agrees to enter into such documentation, at the cost of the Council, as may be necessary to confer on the new Authority the rights and obligations of the Council under this Agreement. 34.8 Normally any such action would take place by a statutory novation or delegation. However, this clause applies to the extent that it is necessary. 34.9 Without limiting clause 39, the Council must not otherwise deal with its rights and obligations under this Agreement. 34.10 For the purposes of, but without limiting clause 34.1, an assignment by the Developer of its rights or obligations under this Agreement will be deemed to have occurred where there has been a Change of Control, except that clauses 5.4(a) and 5.4(b) on or before Public Works Contribution Development Contribution Date; and34.4 to 34.6 will not apply to that assignment . 34.11 For the purposes of clause 34.10: