Common use of Assignment and Dealings Clause in Contracts

Assignment and Dealings. 22 14.1 Assignment of this Agreement 22 14.2 Transfer of Land prior to registration 22 15. Approvals and consents 23 16. No xxxxxx 23 16.1 Discretion 23 16.2 No xxxxxx 23 16.3 Planning Certificates 23 17. Notices 23 17.1 Notices 23 18. General 24 18.1 Relationship between parties 24 18.2 Time for doing acts 24 18.3 Further assurances 24 18.4 Joint and individual liability and benefits 24 18.5 Variations and Amendments 24 18.6 Counterparts 24 18.7 Legal expenses and stamp duty 24 18.8 Entire agreement 25 18.9 Representations and warranties 25 18.10 Severability 25 18.11 Invalidity 25 18.12 Waiver 25 18.13 GST 25 18.14 Governing law and jurisdiction 26 Executed as an agreement 27 Schedule 1: Scope of works 28 Schedule 2: Construction Terms 29 Schedule 3: Easement Terms 36 Schedule 4: Summary of requirements (section 7.4) 38 Schedule 5: Explanatory Note 40 Schedule 6: Title searches 44 Schedule 7: Plan showing Land 46 Schedule 8: Plan showing Dedication Land 47 Schedule 9: Plan showing Easement Site 48 Schedule 10: Concept Design for the Works 49 Schedule 11: Reference Design 50 Reference schedule Item 1 Council City of Parramatta Council ABN 49 907 174 773 Item 2 Developer PIC Royal Investments Pty Ltd ABN 33 613 824 847 Item 3 Land The whole of the land comprised in: ̶ Lot 135 in DP 748984 known as 000 Xxxxxx Xxxxxx, Parramatta NSW ̶ Lot 4 in DP 388895 known as 000 Xxxxxx Xxxxxx, Parramatta NSW Item 4 Planning Proposal Title Planning proposal for 000 Xxxxxx Xxxxxx and 000 Xxxxxx Xxxxxx, (Albion Hotel site) Parramatta Summary A planning proposal seeking to amend the LEP controls that apply in relation to the Land as follows: ̶ increase in the maximum building height to 144 metres (approximately 44 storeys), being 165.6 metres inclusive of design excellence bonus (approximately 51 storeys) ̶ increase in the maximum FSR to a mapped FSR of 10:1, being 12:1 including the Design Excellence and High Performing Buildings bonuses ̶ include the following site-specific provision: (a) minimum commercial FSR equivalent to 1:1, with unlimited commercial floor space (within the maximum building height limit of 165.6 metres); (b) the high performing building bonus of 0.5:1 FSR applies; (c) the maximum car parking rates endorsed by Council as part of the Parramatta CBD Planning Proposal apply; and (d) the Solar Access provisions related to Experiment Farm in accordance with draft Clause 7.4 as endorsed by Council as part of the Parramatta CBD Planning Proposal apply. Number PP-2020-3128 Item 5 Dedication Land Those parts of the Land to be dedicated to Council in accordance with this Agreement, being: ̶ part of the Land for road widening along Xxxxxx Street (up to a maximum width of 7 metres); and ̶ part of the Land for the purpose of a splay corner located on the corner of Xxxxxx Street and Xxxxxx Street, as required by Transport for NSW and Council. x x x x

Assignment and Dealings. 22 14.1 4 16.1 Assignment of this Agreement 22 14.2 Transfer of Land prior to registration 22 154 17. Approvals and consents 23 164 18. No xxxxxx 23 16.1 4 18.1 Discretion 23 16.2 4 18.2 No xxxxxx 23 16.3 4 18.3 Planning Certificates 23 174 19. Notices 23 17.1 4 19.1 Notices 23 184 20. General 24 18.1 4 20.1 Relationship between parties 24 18.2 4 20.2 Time for doing acts 24 18.3 4 20.3 Further assurances 24 18.4 4 20.4 Joint and individual liability and benefits 24 18.5 4 20.5 Variations and Amendments 24 18.6 4 20.6 Counterparts 24 18.7 4 20.7 Legal expenses and stamp duty 24 18.8 4 20.8 Entire agreement 25 18.9 4 20.9 Representations and warranties 25 18.10 4 20.10 Severability 25 18.11 4 20.11 Invalidity 25 18.12 4 20.12 Waiver 25 18.13 4 20.13 GST 25 18.14 4 20.14 Governing law and jurisdiction 26 4 Executed as an agreement 27 Agreement 4 Schedule 1: Scope of works 28 Schedule 2: Construction Terms 29 Schedule 3: Easement Terms 36 Schedule 4: Summary of requirements under the Act and Regulation (section 7.4clause 3(b)) 38 Schedule 5: Explanatory Note 40 Schedule 6: Title searches 44 Schedule 7: Plan showing Land 46 Schedule 8: Plan showing Dedication Land 47 Schedule 9: Plan showing Easement Site 48 Schedule 10: Concept Design for the Works 49 Schedule 11: Reference Design 50 4 Reference schedule Item 1 Council City of Parramatta Council ABN 49 907 174 773 Item 2 Developer PIC Royal Investments Pty Ltd ABN 33 613 824 847 Owners Corporation The Owners – Strata Plan No. 20716 Item 3 Land The whole of the land comprised inin Strata Plan 20716 known as 2 O’Xxxxxxx Xxxxxx, Xxxxxxxxxx XXX 0000 or 0 Xxxx Xxxxxx, Parramatta NSW 2150 Item 4 Common Property The whole of the common property located within the Land, and comprising the whole of folio identifier CP/SP20716 Item 5 Planning Proposal Title 0 X'Xxxxxxx Xxxxxx Parramatta – increase maximum building height and floor space ratio controls 16.2:1 FSR and height of building is 217 metres Summary Amend Parramatta Local Environmental Plan 2011 to amend the maximum building height and floor space ratio controls that apply to land at 0 X'Xxxxxxx Xxxxxx, Parramatta, including to: ̶ Lot 135 allow a maximum building height of 217m, subject to a further 15% height increase where design excellence bonus is achieved ̶ a maximum FSR of 15:1 ̶ include an additional site-specific clause requiring a mandatory 1:1 of commercial floor space ̶ include an additional site-specific clause allowing the consent authority to grant consent to an additional FSR of 1.2:1 of non- residential floor space in DP 748984 known as addition to the 15:1 FSR ̶ include maximum car parking rates in accordance with the Parramatta CBD Strategic Transport Study and resolution of Council on 10 April 2017 Number PP_2017_COPAR_013_00 Item 6 Notices Council City of Parramatta Council 000 Xxxxxx Xxxxxx XXXXXXXXXX XXX 0000 Attention: Xxxxxxxx Xxxxxxx Fax: 00 0000 0000 Email: xxxxxxx@xxxxxxxxx.xxx.xxx.xx; AND xxxxxx@xxxxxxxxxxxxxxxx.xxx.xxx.xx Owners Corporation The Owners – Strata Plan No. 20716 C/- Premier Strata Management x x x x XX XXX 0000 XXXXXXXXXX 0000 Attention: Xxxxx Xxxxxx Fax: (00) 0000 0000 Email: xxxxxx@xxxxxxxxxxxxx.xxx.xx x x x x Date 2019 Parties City of Parramatta Council ABN 49 907 174 773 of 000 Xxxxxx Xxxxxx, Parramatta NSW ̶ Lot 4 in DP 388895 known as 000 Xxxxxxxxxx XXX 0000 (Council) The Owners – Xxxxxx XxxxxxXxxx Xx. 00000 of C/- Premier Strata Management, Parramatta NSW Item 4 Planning Proposal Title Planning proposal for 000 Xxxxxx Xxxxxx and 000 Xxxxxx Xxxxxx, Xx Xxx 0000 Xxxxxxxxxx 0000 (Albion Hotel siteOwners Corporation) Parramatta Summary A planning proposal seeking to amend the LEP controls that apply in relation to the Land as follows: ̶ increase in the maximum building height to 144 metres (approximately 44 storeys), being 165.6 metres inclusive of design excellence bonus (approximately 51 storeys) ̶ increase in the maximum FSR to a mapped FSR of 10:1, being 12:1 including the Design Excellence and High Performing Buildings bonuses ̶ include the following site-specific provision: (a) minimum commercial FSR equivalent to 1:1, with unlimited commercial floor space (within the maximum building height limit of 165.6 metres); (b) the high performing building bonus of 0.5:1 FSR applies; (c) the maximum car parking rates endorsed by Council as part of the Parramatta CBD Planning Proposal apply; and (d) the Solar Access provisions related to Experiment Farm in accordance with draft Clause 7.4 as endorsed by Council as part of the Parramatta CBD Planning Proposal apply. Number PP-2020-3128 Item 5 Dedication Land Those parts of the Land to be dedicated to Council in accordance with this Agreement, being: ̶ part of the Land for road widening along Xxxxxx Street (up to a maximum width of 7 metres); and ̶ part of the Land for the purpose of a splay corner located on the corner of Xxxxxx Street and Xxxxxx Street, as required by Transport for NSW and Council. x x x xBackground

Assignment and Dealings. 22 14.1 Assignment of this Agreement 22 14.2 Transfer of Land prior to registration 22 15. Approvals and consents 23 16. No xxxxxx 23 16.1 Discretion 23 16.2 No xxxxxx 23 16.3 Planning Certificates 23 17. Notices 23 17.1 Notices 23 18. General 24 18.1 Relationship between parties 24 18.2 Time for doing acts 24 18.3 Further assurances 24 18.4 Joint and individual liability and benefits 24 18.5 Variations and Amendments 24 18.6 Counterparts 24 18.7 Legal expenses and stamp duty 24 18.8 Entire agreement 25 18.9 Representations and warranties 25 18.10 Severability 25 18.11 Invalidity 25 18.12 Waiver 25 18.13 GST 25 18.14 Governing law and jurisdiction 26 Executed as an agreement 27 Schedule 1: Scope of works 28 Schedule 2: Construction Terms 29 Schedule 3: Easement Terms 36 Schedule 4: Summary of requirements (section 7.4) 38 Schedule 5: Explanatory Note 40 Schedule 6: Title searches 44 Schedule 7: Plan showing Land 46 Schedule 8: Plan showing Dedication Land 47 Schedule 9: Plan showing Easement Site 48 Schedule 10: Concept Design for the Works 49 Schedule 11: Reference Design 50 Reference schedule Item 1 Council City of Parramatta Council ABN 49 907 174 773 Item 2 Developer PIC Royal Investments Pty Ltd ABN 33 613 824 847 Item 3 Land The whole of the land comprised in: ̶ Lot 135 in DP 748984 known as 000 Xxxxxx Xxxxxx, Parramatta NSW ̶ Lot 4 in DP 388895 Xxx 0 xx XX 000000 known as 000 Xxxxxx Xxxxxx, Parramatta NSW Item 4 Planning Proposal Title Planning proposal for 000 Xxxxxx Xxxxxx and 000 Xxxxxx Xxxxxx, (Albion Hotel site) Parramatta Summary A planning proposal seeking to amend the LEP controls that apply in relation to the Land as follows: ̶ increase in the maximum building height to 144 metres (approximately 44 storeys), being 165.6 metres inclusive of design excellence bonus (approximately 51 storeys) ̶ increase in the maximum FSR to a mapped FSR of 10:1, being 12:1 including the Design Excellence and High Performing Buildings bonuses ̶ include the following site-specific provision: (a) minimum commercial FSR equivalent to 1:1, with unlimited commercial floor space (within the maximum building height limit of 165.6 metres); (b) the high performing building bonus of 0.5:1 FSR applies; (c) the maximum car parking rates endorsed by Council as part of the Parramatta CBD Planning Proposal apply; and (d) the Solar Access provisions related to Experiment Farm in accordance with draft Clause 7.4 as endorsed by Council as part of the Parramatta CBD Planning Proposal apply. Number PP-2020-3128 Item 5 Dedication Land Those parts of the Land to be dedicated to Council in accordance with this Agreement, being: ̶ part of the Land for road widening along Xxxxxx Street (up to a maximum width of 7 metres); and ̶ part of the Land for the purpose of a splay corner located on the corner of Xxxxxx Street and Xxxxxx Street, as required by Transport for NSW and Council. x x x x

Assignment and Dealings. 22 14.1 20 12.1 Assignment of this Agreement 22 14.2 20 12.2 Transfer of Land prior to registration 22 1520 13. Approvals and consents 23 1620 14. No xxxxxx 23 16.1 20 14.1 Discretion 23 16.2 20 14.2 No xxxxxx 23 16.3 21 14.3 Planning Certificates 23 1721 14.4 Hunter Street Land 21 15. Notices 23 17.1 Notices 23 1821 16. General 24 18.1 22 16.1 Relationship between parties 24 18.2 22 16.2 Time for doing acts 24 18.3 22 16.3 Further assurances 24 18.4 Joint and individual liability and benefits 24 18.5 Variations and Amendments 24 18.6 22 16.4 Variation 22 16.5 No assignment 22 16.6 Counterparts 24 18.7 23 16.7 Legal expenses and stamp duty 24 18.8 23 16.8 Entire agreement 25 18.9 23 16.9 Representations and warranties 25 18.10 23 16.10 Severability 25 18.11 23 16.11 Invalidity 25 18.12 23 16.12 Waiver 25 18.13 23 16.13 GST 25 18.14 24 16.14 Governing law and jurisdiction 24 Schedule 1 - Land 25 Schedule 2 - Monetary Contribution 26 Executed as an agreement 27 Schedule 1: Scope of works 3 - Civic Space Works 26 Schedule 4 - Construction Terms 28 Schedule 2: Construction Terms 29 Schedule 3: 5 - Easement Terms 36 33 Schedule 4: 6 - Public Access & Restriction on Use Terms 35 Schedule 7 - Temporary Access Terms 42 Schedule 8 - Summary of requirements Requirements (section 7.4Section 7.4 of the Act) 38 Schedule 5: Explanatory Note 40 Schedule 6: Title searches 44 Schedule 7: Signing page 45 Annexure A – Planning Proposal and Gateway Determination 46 Annexure B – Plan showing proposed key planning controls 53 Annexure C – Desired Access Point 58 Annexure D – Civic Space Land, Civic Space Concept and Hunter Street Land 46 Schedule 8: Plan showing Dedication Land 47 Schedule 9: Plan showing Easement Site 48 Schedule 10: Concept Design 60 Annexure E – Performance Specifications for the Civic Space Works 49 Schedule 11: Reference Design 50 Reference schedule Item 1 Council 62 Annexure F – Temporary Access Proposed Routes 65 Details Date Parties Name City of Parramatta Council ABN 49 907 174 773 Item 2 Short form name Council Notice details XX Xxx 00 Xxxxxxxxxx XXX 0000 Email: xxxxxxx@xxxxxxxxxxxxxxxx.xxx.xxx.xx Attention: Manager, Land Use Planning Name Anglican Church Property Trust Diocese of Sydney ABN 95 960 399 815 Short form name Developer PIC Royal Investments Pty Ltd ABN 33 613 824 847 Item 3 Land The whole of the land comprised in: ̶ Lot 135 in DP 748984 known as 000 Xxxxxx Notice details XX Xxx X000, XXX Xxxx Xxxxxx, Parramatta NSW ̶ Lot 4 in DP 388895 known as 000 Xxxxxx XxxxxxXXX 0000 Email: xxx@xxxxxx.xxxxxxxx.xxx.xx Attention: The Secretary Background A On 29 May 2018, Parramatta NSW Item 4 the Developer submitted a planning proposal to Council seeking the Instrument Change. B Council endorsed the Planning Proposal Title (in an amended form) on 16 December 2019. C Gateway Determination was issued for the Planning proposal for 000 Xxxxxx Xxxxxx and 000 Xxxxxx XxxxxxProposal (in an amended form) on 8 September 2020. D Once the Instrument Change becomes effective, (Albion Hotel site) Parramatta Summary A planning proposal seeking the Developer will be entitled to amend the LEP controls that apply in relation lodge Development Applications to the Land as follows: ̶ increase in Council for Development Consents to carry out the maximum building height Development on the Land. E Once the Developer elects to 144 metres (approximately 44 storeys)act on a Development Consent for the Demolition Works, being 165.6 metres inclusive of design excellence bonus (approximately 51 storeys) ̶ increase in the maximum FSR Developer will be required to a mapped FSR of 10:1, being 12:1 including deliver the Design Excellence and High Performing Buildings bonuses ̶ include the following site-specific provision: (a) minimum commercial FSR equivalent to 1:1, with unlimited commercial floor space (within the maximum building height limit of 165.6 metres); (b) the high performing building bonus of 0.5:1 FSR applies; (c) the maximum car parking rates endorsed by Council as part of the Parramatta CBD Planning Proposal apply; and (d) the Solar Access provisions related to Experiment Farm in accordance with draft Clause 7.4 as endorsed by Council as part of the Parramatta CBD Planning Proposal apply. Number PP-2020-3128 Item 5 Dedication Land Those parts of the Land to be dedicated to Council Public Benefits in accordance with this Agreement, being: ̶ part of the Land for road widening along Xxxxxx Street (up to a maximum width of 7 metres); and ̶ part of the Land for the purpose of a splay corner located on the corner of Xxxxxx Street and Xxxxxx Street, as required by Transport for NSW and Councilagreement. x x x xAgreed terms